Lion Force: War in the Pride Lands
by AntiHero627
Summary: Now that Scar has been summoned, and the predators of the Outlands have been banded together, there's only one thing that needs to be done, Kion and the Lion Guard must be defeated! To do this,the evil Lions of the past wish to assemble a team capable of besting the guard,and the one they have chosen to lead this team is non other than Scar's paw picked heir, Kovu!
1. Chapter 1

**A/N: AntiHero here! This is a Fanfic I came up with after watching the Lion Guard episode Let Sleeping Crocs Lie. Now that Scar is back, I was trying to figure out what his plan to take over the Pride Lands was, aside from recruiting animals in the Outlands. I thought, when is he going to look for the Outsiders; they're literally his followers, so how were they not the first ones he recruited? Must be saving the best for last. Anyway, I came up with this thinking that Scar's plan might involve his heir, the young Kovu. But enough talk, let's get onto the story!**

 **Disclaimer – I own nothing**

 **Chapter 1- The Invitation**

The Pride Lands, a beautiful kingdom under the leadership of King Simba and protected by Prince Kion. This land was usually filled with luscious green grass and plenty of water for all the animals, except during the dry season. During this time, the reserves in the Pride Lands had reduced as animals were struggling to make it through these hard times; it was almost like living in the Outlands. Speaking of that desert place, its inhabitants weren't making things easy for the Pride Landers. One after another, Hyenas, Crocodiles, Jackals, Monitor Lizards, or Vultures were doing anything they could to disrupt the Circle of Life. The Lion Guard always managed to stop them but as the days went by, each crisis made surviving the dry season much harder, and today wasn't any different. The three idiot Hyenas, Janja, Cheezi, and Chungu, were snapping their jaws at the antelopes at their small watering hole, scaring them off.

"Ha ha ha! Alright, boys, all that scaring has made me thirsty. What do say we take a drink?" Janja asked his followers.

"Huh? But Janja, there's no water for us to drink!" Cheezi stated.

"Yeah, too bad there's no watering hole around here," Chungu said.

Janja sighed. "Just shut up and drink some water!" he ordered them. The Hyenas were about to drink when they heard someone shout, "Hyenas!" Janja, Cheezi, and Chungu looked up to see the Lion Guard glaring at them form a top of a hill. "Oh, great," Janja muttered in annoyance.

"This isn't your watering hole, Janja, and you have no right to take it from the Antelopes!" Kion stated. "You and your clan don't belong in the Pride Lands, leave now!"

"And if we don't want to?" Janja questioned.

"Do we want to?" Chungu inquired.

"I think we do, so let's go!" Cheezi exclaimed. The idiot Hyenas then turned to leave.

"Stay put, fur brains!" Janja ordered. "We're not leaving without a fight!"

"Really? You're gonna fight us again?" Bunga asked incredulously. "But you'll just lose like every other time."

"Haven't you guys learned your lesson by now?" Ono wondered.

"I don't think so, did we?" a confused Cheezi asked.

"I don't remember us learning anything," Chungu agreed, making Janja sigh.

"Then we'll just have to teach it to you again!" Fuli exclaimed.

"Till the Pride Lands end!" Kion shouted.

"Lion Guard defend!" his friends joined in.

The Lion Guard charged at the Hyenas, and the Hyenas charged at them. Chungu went to take on Beshte and Ono, Cheezi took on Bunga and Fuli, and Janja faced Kion. Ono flew through the air, avoiding Chungu, who was trying to bite him. "Hey, stop flying around!" Chungu demanded before he was bashed aside by the hippo. Fuli started running around Cheezi; the crazy Hyena got dizzy trying to keep up with the Cheetah's speed. "Zuka Zama!" Bunga cried as he pounced on the disoriented Cheezi.

Kion and Janja were still wrestling with each other; the leader of the Lion Guard managed to pin down his Hyena foe. "Gotcha now, Janja!" he said. "That's what you think!" Janja retorted right before he bit Kion's left leg. The Lion cub flinched and got off Janja, which allowed the Hyena to tackle him down a hill. The two enemies got up and resumed fighting. Kion slapped Janja in the face with his right paw, and Janja countered by kicking the Lion cub in the head. Kion growled as he brought his claws and jumped to attack Janja, but his vision suddenly changed until his target wasn't Janja anymore, it was Scar. Kion quickly swerved and avoided the mirage of his dark predecessor; he stared at the previous leader of the Lion Guard in fear, which confused Janja. "A little off your game today, aren't you, Kion?" he mused before he rushed at the lion prince. Kion was snapped out of his daydream when Janja bashed into him, knocking him onto his stomach. Kion attempted to get up, but Janja stood on top of him and placed his paw on the lion's head. "What's the matter, Kion? Not feeling so fierce today? Why don't you use that annoying roar, huh?" Janja taunted the lion cub as he struggled to stand. "Well, it doesn't matter, 'cause it's not gonna save you now!" The Hyena opened his jaw wide as he prepared to bite down on the lion's skull.

"Kion!" Bunga cried as he tackled Janja off his best friend. "Why don't you pick on someone your own size, Janja?"

"Ha ha ha! You're a lot smaller than me, Honey Badger," Janja replied.

"Yeah, but my gas more than makes up for that; now have a whiff!" Bunga declared as he turned his rear end toward the Hyena. The Badger released his powerful gas bomb, which stung Janja right in the face.

The Hyena coughed as he tried to cover his nose from the foul smell. "Man! That really stinks!" Janja cried. He soon found himself face-to-face with the entire Lion Guard.

"You lose again, Janja, now get out!" Bunga ordered. "Save Kion the trouble of having to blast you back to the Outlands with his roar!"

"Fine, but you haven't seen the last of me, Lion Guard!" Janja assured. "Something's coming, something big! Come on, boys!" The Hyena boss ran back to his home with Cheezi and Chungu right behind him.

"Nice work, everyone!" Kion congratulated his team; he then noticed that they were looking at him. "Uh, is something wrong?"

"Kion, this is the fifth time this week you were almost taken out by an Outlander," Fuli noted. "What's the deal?"

"Nothing, Janja just caught me off guard, that's all," Kion denied.

"It looked like you had Janja, but then something made you hesitate," Ono observed, making Kion glare at him. "What? Keenest of sight, remember?"

"You seem to be distracted when we're on patrol, and you get to the lair looking tired," Beshte pointed out. "You okay, Kion?"

"I'm okay, guys. I just haven't gotten much sleep," Kion admitted.

"Oh, nightmares, huh? Me too!" Bunga said. "One time, I had a nightmare that there weren't any bugs to eat! I thought I was gonna starve to death, but then I woke up and ate a bug. It was still scary, though."

"Yeah, real scary," Fuli added sarcastically. "So, what's your nightmare about, Kion?"

"It's nothing guys, don't worry about it," Kion told them. "It's getting late, so why don't we all head home and get some rest? We'll need it to take on the dry season and the Outlanders." The Fiercest in the Pride Lands quickly left to return to Pride Rock; his friends looked at each other before shrugging and going to their homes too.

* * *

In the Outlands

The Hyenas had just walked into the volcano, where Ushari was waiting for them. The Cobra didn't even let them get two words in before he said, "Let me guessssss, you ran into the Lion Guard, they defeated you, and sssssent you back to the Outlandssss, _again_."

"Wow, that is what happened!" Chungu exclaimed.

"Yeah, how'd he guess?!" Cheezi laughed.

Janja shook his head before addressing the snake. "Hey, it didn't happen like that. This time was different!" he protested.

"Really, how ssssso?" the Cobra inquired.

"I almost took out Kion, the leader of the Lion Guard!" Janja said.

"You always sssssay that, Janja." Ushari deadpanned.

"Uh, yeah, but this time I was close," Janja tried to defend himself.

"Never mind," Ushari sighed.

"Hey, Snake! How long are we gonna keep going back and forth to the Pride Lands?" the Hyena questioned. "We've spent days tracking down animals in the Outlands, recruiting them for our army, but when are we gonna finally attack the Pride Lands?!"

"Patience, Janja, we sssstill don't have the Outsidersssss on our sssside," Ushari answered.

"The who?" the Hyenas asked.

Ushari sighed again. "The Outsiders are the critical players in Scar'sssss plan, we need them if we want to rule the Pride Lands," he explained. "Scar told us thisssss, remember?"

"Oh, oh right, right, I remember now," Janja said nervously.

"Do you?" Ushari asked, not convinced.

"Yeah, I remember," Janja repeated.

"Well, I don't remember," Chungu admitted.

"Me neither," Cheezi said. "What kind of animals were they again?"

"Shut it, fur brains!" Janja hissed.

"Well, Janja, sssssince you remember, why don't you remind them what kind of animalssss the Outsidersssss are," Ushari said.

"Yeah, yeah," Janja complied with uncertainty. "They're, um, they're… Wildebeests!"

"Oh boy! Does this mean we can eat them?" Cheezi asked eagerly.

"I hope so!" Chungu said.

The lave in the pit suddenly started to boil until it let out some fire that took the form of the former Leader of the Lion Guard and King of the Pride Lands, Scar. "They're Lions! The Outsiders are Lions!" he shouted.

"Oh, right," Janja said.

"But what are Lions doing in the Outlands?" Cheezi inquired.

"Beats me," Chungu responded.

"The Outsiders are Lions who are loyal to me and were banished to the Outlands by Simba," Scar explained. "They are led by an acquaintance of mine named Zira, and live in the deepest, darkest, most dangerous part of the Outlands where they spend most of their time training and surviving until they can conquer the Pride Lands."

"Which is why we sent the skinks to find them and bring them here to see Scar," Ushari added. "So that they would join our army."

"Exactly, we cannot take control of the Pride Lands without the Outsiders' help, especially Kovu," Scar said.

"Who's Kovu?" Janja asked.

"Kovu is Scar's handpicked heir," Ushari replied. "And the one who will lead us in conquering the Pride Lands."

"Oh great, just what we need, more Lions," Janja muttered. "It's bad enough we gotta deal with one Lion cub bossing us around; now there'll be another one."

"Janja! You will show the proper respect to my heir and his family if you wish to be a part of the Pride Lands downfall!" the Lion ghost ordered, making the fire erupt a bit. Janja nodded nervously before leaving with his clan. Scar then turned to speak to the serpent. "Ushari, once the Outsiders have arrived and seen me, tell Kovu to stay behind while you lead the others home. I must speak to my successor, alone."

"Yessss, Scar," Ushari complied. Scar's ghost then returned to the Lava Pit.

* * *

Late at night at Pride Rock

Kion was curled up with his parents and sister sound asleep; the young prince started grunting restlessly as his nightmare returned.

 _Kion's nightmare_

 _The leader of the Lion Guard was wandering through the Outlands, following the sound of a strange voice. "Come find me," it said. "Embrace your destiny, join me." The son of Simba continued to walk in the darkness until he came across a cave; he entered it and spotted Rafiki's painting of Scar using the roar of the elders on the former Lion Guard. The painting suddenly started glowing and flew off the wall. Kion closed his eyes when the cave caught on fire. He then opened them to see the Lion Guard beaten down and on the ground, but it wasn't Scar's Guard anymore, it was his own. Kion stared in horror when he saw the condition of his friends; Beshte and Bunga had claw and bite marks all over their bodies, Fuli's back legs were broken, and Ono's eyes were bleeding. They laid on the ground, immobilized as they stared at their leader in fear. "Why?" was all they could say to him. Kion slowly backed away from his friends when he bumped into something big. He looked behind and saw a shadow of a full grown Lion with green eyes and a scar over his left eye. The dark older Lion smiled at Kion with pride as if he had been the one who had taken out his own friends._

" _Finish them," the Lion ordered. "Do it, follow my pawprints, take my place. Destroy them all!"_

 _Kion's eyes widened from the command the Lion had given him; he looked back at where his friends were and saw that there were more victims this time. His family, Timon, Pumbaa, and Jasiri were also down. The fire in the cave began to spread and formed a circle around Kion's loved ones. Kion's fur suddenly started changing color; from his paws to his head, his coat changed from brownish gold to dark brown, his eyes turned green, and his mane turned brown. "Do it, finish them!" the older Lion said again. Kion could feel the desire to obey this dark Lion's commands, the will to follow him to the end and crush all those who opposed him. The Prince opened his mouth wide as he let out a mighty roar; the whole cave burst into flames, consuming Kion's family and friends completely._

 _End of nightmare_

Kion woke up abruptly, breathing heavily as he looked around. Seeing that everything was the way it should be, he let out a sigh of relief and got up. The Leader of the Lion Guard quietly walked past his family and exited the den to stand at the edge of Pride Rock. He stared out into the night sky as the senior Lion's call was still fresh in his mind. _"Come to me, follow my path."_ Kion shook his head and looked up at the stars. He saw the constellation of two Lions fighting each other. Kion's face expressed determination as he thought, _"I'm gonna find you!"_ He climbed down Pride Rock and headed toward the Outlands.

* * *

In the Outlands

After some serious convincing, the Skinks had talked the Outsiders into coming with them to the volcano; the little lizards were now leading the Lions toward Scar's lair. "Ugh, how much longer? I'm getting tired here!" Nuka whined. "And these termites are seriously killing me!"

"Silence, Nuka!" Zira ordered. "Learn to be tough, like your siblings."

"Besides, we're here," Shupavu said as they came to the volcano entrance. The Outsiders stared at the large mountain before following the Skinks inside; when they got inside, they saw Ushari, Janja, Cheezi, and Chungu were waiting for them. "Ushari, they're here," Shupavu announced.

The Cobra turned to face the Lions. "Welcome, Outsssssidersssss."

"Aw great, just what we need, more Lions," Janja muttered.

"Aw great, just what we need, more Hyenas," Nuka said at the same time.

Hearing the other one speak, the two mortal enemies got in each other's face and glowered. "You got a problem with Hyenas?!" Janja questioned angrily.

"Yeah, they're never where you want them to be!" Nuka answered with just as much venom.

"Boyssss, boyssss, there's no need to fight. We're all friendssss here," Ushari said. Nuka and Janja growled at each other before backing down; the Cobra then turned to the Lioness and said, "Zira, it'ssss a pleasure to meet you. Scar'ssss told me all about you."

"Cut the formalities, where is Scar?" Zira asked. "If he's here, then I want to see him."

"You'll sssssee him sssssoon, but first, where issss the rest of your Pride?" Ushari inquired.

"I told my Lions to stay behind since I do not fully believe that you're working for King Scar," Zira replied. "My children and I are here on behalf of the Outsiders."

"I sssssee," Ushari said. "Scar'ssss heir issss here at leasssst."

"How did you know about my son being Scar's heir?" Zira inquired.

"Scar hassss told me more than you know, my dear," the Cobra replied. He then slithered toward Zira's youngest Lion cub and began to inspect him. "Thissss musssst the future King of the Pride Landsssss, Prince Kovu. You look ssssimilar to Scar, and you possessss the ssssame eyes he once had," Ushari commented as he stared Kovu in the eyes. "The green eyes of envy; eyes wanting more in life than what you've been given or have."

"I do want more," Kovu confirmed. "I want more in life than just living in the Outlands and trying to survive."

"We all want more in life than what we're forced to cope with by the Pride Landersssss, my boy," Ushari told him. "And that is why Scar put us all together, to help usssss get more. But we needed you to sssssee him first."

"Where is Scar, anyway?" Vitani wondered.

"Thissss way, my dear." The snake led the Lions to the edge of the ridge, right above the pool of lava. The five predators stood there waiting for the former King to appear, but nothing happened.

"Oh, a volcano, nice," Nuka said sarcastically. "Are we supposed to jump in to meet Scar?"

"No, but ssssomething is ssssupposed to come out," Ushari said calmly. At that moment, the lava started boiling, and the volcano began quaking; the fire from the lava shot upward and took the form of a laughing Lion with glowing eyes.

"HA HA HA HA! Finally, we meet again, Outsiders!" Scar laughed.

The Outsiders stared in horror and shock as they gazed upon the manifestation of their deceased leader's spirit. Nuka and the Cubs took a few steps back while their mother stepped forward."S-Scar? Is it really you?" she asked the ghost.

"Yes Zira, it's me," Scar answered. "It's good to see you again."

"You too, my King," Zira said joyfully as she bowed to Scar; her kids did the same.

"Nuka, you've grown," Scar observed. "I hope you resolved your termite problem."

"Hey! It's not a problem, these pests just won't get off me!" Nuka protested, making Zira growl at him. "I-I mean, uh no, I haven't fixed that problem."

"Hmm, we'll have to do something about that. A true Lion must not have this kind of weakness," Scar said before facing Zira's daughter. "Vitani, you look like a true fighter. Has your mother been training you?"

"Yes, Scar. It's intense, but the results will be worth it," Vitani answered.

"Good, good, I'm glad to hear you say that." Scar then turned to face his successor, who flinched back a bit. "Kovu, my boy, how have you been?" he asked.

"I-I'm ok, Scar, s-sir," Kovu replied nervously.

"There's no need to be afraid, my son. Please come closer," Scar requested. Kovu looked unsure at first, but then Zira nudged him forward and nodded to him. Kovu took a deep breath and walked toward the edge of the ridge before he stopped and look at his mentor. "I heard what you said about wanting more; you reminded me of when I was a cub who wasn't satisfied with what life had bestowed upon me. I had a neglecting father, a condescending brother, a great power that had restrictions, positions that were meant only for 2nd best," Scar rambled. "I wanted more than the life I was destined to live. I wanted to create my own destiny, to follow my own path of honor, and to have been known as the greatest of all Lion Kings, but alas my reign could not last forever. That is why I chose you to be my successor. I knew you had the same inner flame that I had in life." The fiery face of Scar floated closer to Kovu until they were face-to-face. "You and I are the same, my son. We are part of each other, but you are meant to exceed me, Kovu; to learn from my mistakes, acquire my strength and knowledge, to overthrow Simba and take your place as King of Pride Lands! Which is why I called you here tonight, so that I may personally start grooming you to be my heir! Your lessons from me begin now!"

Kovu looked so entranced by his predecessor's words that he did not reply, so Zira came up to Scar and said, "It is truly an honor for you to personally train my cub Kovu, Scar! I know he will make you proud, sire; you will not regret your decision!"

"Now then, Zira! Go to your home and inform the rest of the Outsiders of my return! Continue their training so that they may be ready to join our army!" Scar instructed the Lioness; she bowed obediently. "Ushari, after you've escorted Zira and her cubs, alert our allies that we have recruited the Outsiders and that my heir will be in charge of our operation! They are to obey me, him, and you as Kovu's advisor." The Cobra nodded. "Hyenas, return to your home and await further instructions. Kovu, you are to stay with me tonight, my son. I have something to talk to you about." Everyone complied, and they left to their homes, leaving Kovu with his predecessor.

* * *

Elsewhere, Kion was wandering through the Outlands alone. The Prince of the Pride Lands never liked the Outlands; there were too many vicious creatures who would want nothing more than to tear him apart and had no respect for the Circle of Life. Kion remained vigilant, scanning every landscape in case he ran into some trouble. As he continued to trek, a few rocks fell to the ground behind him; he jumped and turned around, but saw no one there. He took a few sniffs at the rocks before deciding to keep moving. _"Come find me, join me."_ The voice's words were still fresh in Kion's head, guiding him to his destination. Kion stopped and looked ahead to see where he was headed; he saw that at the end of his path was the Outlands volcano. "There, that's where the voice is coming from," Kion said as he resumed walking.

Unknown to the Lion cub, someone was watching him; a shadow of an Outlander gazed upon the leader of the Lion Guard roaming through the land beyond the border of the Pride Lands. The creature followed the Prince for a few more miles before accidentally kicking a few more rocks to the ground, alerting Kion of their presence. The fiercest Pride Lander growled as he looked around to see who was following him. He continued to walk while glancing at his surroundings. Getting irritated, Kion shouted, "I know you're there! Come out now!" The moment he said that, he was tackled to the ground and pinned on his back; he looked up to see that his attacker… was none other than his Hyena friend, Jasiri. "Surprise! Heh, heh, heh, I got you good, didn't I?" Jasiri giggled.

"Jasiri? What are you doing here?!" Kion asked.

"Hello to you too, Kion, and this here _is_ my part of the Outlands," Jasiri answered.

"Why were you following me?" Kion continued to question.

"Well, I saw the Leader of the Lion Guard wandering the Outlands alone, so I thought I'd say hello," the Fearless Hyena replied.

"Why did you pounce on me?" Kion inquired.

"To stop you from going into Janja's territory, obviously, hee, hee, hee," she replied. "So is it my turn to ask you some questions?"

"Can you let me up first?" Kion requested.

Jasiri let Kion up and then asked, "So what are you doing in the Outlands? Get lost, or did you come to visit me?"

"I wish I could say I did, but that's not why I'm here," Kion responded. "I've been having these dreams; there's this voice always calling me to come here, so I want some answers."

"And you think you'll find them in Janja's territory?" Jasiri questioned.

"The volcano, actually," Kion answered.

"Well, you're headed toward uncharted territory, and it's pretty dangerous for anyone to go there alone," Jasiri warned.

"Well, I am the Fiercest in the Pride Lands, and kinda live for danger," Kion countered.

"So do I, but you still shouldn't go there alone. You'd be surrounded by Outlanders," Jasiri retorted.

"I have to find out where that voice is coming from, and why it's calling me," Kion insisted. "I know it's dangerous to go there alone, but I can't get any sleep until I get the answers I'm looking for."

Jasiri sighed. "Well, since there's no convincing you to turn back, I guess I'll just have to go with you."

"Really?" Kion asked in surprise.

"Yeah, I can't let you wander the Outlands alone; you'd never make it without me," she said before laughing. "Now come on, the sooner we get to the volcano and find your answers, the sooner we can leave."

"Asante, Jasiri. Thanks," Kion said gratefully before the two friends made their way to the volcano.

A few moments later, Jasiri and Kion appeared at the entrance to the cave at the bottom of the volcano; they looked up and saw smoke from the lava flowing out of the top. "The last time I was here was to rescue my sister from the Hyenas," Kion recalled. "Janja made me so mad that I lost control of the roar and made the volcano erupt."

"Well, try not to do that this time; we don't want to be in there if it does erupt," Jasiri laughed. She was about to go in when Kion suddenly placed his paw in front of here.

"Wait Jasiri, it's better if I go in alone," he said.

"Why's that?" she questioned.

"Whoever's calling me is expecting me to show up alone. If it is a trap, it's best if they didn't know you're with me," Kion explained. "You should wait out here and keep an eye out for me."

"Ok, just be careful," Jasiri relented.

Kion nodded before slowly walking into the cave. The Lion Prince sauntered through the mountain when he suddenly heard something. He kept walking until he saw another Lion cub sitting directly in front of the pool of lava, staring down into it. He quickly climbed onto a small ledge to avoid being spotted by the cub. _"What's a Lion cub doing in the Outlands?"_ Kion wondered. _"Must be one of Zira's family members."_ Before he could do anything else, the solid platform he was standing on cracked, causing him to fall and crash into Kovu. The two cubs groaned in pain before quickly jumping to their feet and baring their teeth at each other.

"Kion!" Kovu exclaimed.

"Kovu!" Kion shouted.

The two Lions started circling each other as they prepared to fight. "What are you doing in the Outlands, Pride Lander?!" Kovu questioned bitterly.

"I'm here to see someone, and it's not you, Outsider," Kion replied just as harshly. Both Lions brought their claws out as they continued to circle each other. "Why are you here?"

Kovu glared at the son of Simba. "It's not like I have anywhere else to go since I'm forbidden from entering the Pride Lands!" Kovu answered sternly.

"I could've helped with that if you guys had listened to me!" Kion said.

"Yeah right, why would we listen to the Lion that chose the Hyena over us?!" Kovu countered.

"I came to the Outlands to help Jasiri; I wasn't going to turn my back on her!" Kion answered.

"But you'll turn you back on your own kind?! Just like your father turned his back on Scar, his own family!" Kovu exclaimed.

"My father would never turn his back on his family! And Scar chose his fate even when my father tried to show him mercy!" Kion argued.

"Lies! Your father never cared for us, and neither do you!" Kovu shouted. "You used the roar on us to save a Hyena, and they're supposed to be a Lion's greatest enemy!"

"Only if we make them out to be! And your mother tried to keep me prisoner and get me to join her family!" Kion retorted. "Your family got what they deserved!"

"And you're about to get what you deserve!" Kovu stated as he used his right claw to crack open a geyser to spray water in Kion's face. The Lion Prince recoiled and rubbed his face with his paw; before he could regain his sight, Scar's heir tackled him. The two cubs tumbled until Kovu ended up on top of Kion. The Leader of the Lion Guard struggled to get up, but the Outsider kept him down. "What's the matter, Leader of the Lion Guard? Not gonna use that mighty roar of yours to defeat me?" Kovu mocked him. "Who says I need the roar to beat you?!" Kion countered as he slapped Kovu's face and pushed him off. The Lion Prince pounced at Zira's son, who pounced at him; the two Lion cubs were locked in a heated struggle. Kion ended the struggle when he struck the side of Kovu's face. The cubs continued to bite and scratch each other until Kion bashed Kovu into a wall and pinned him there. _"Gotta remember mom's training! Go for the eyes!"_ Kovu thought as he raised his left paw and slashed Kion's face. The Pride Lander released the Outsider and shook his head. _"Break his jaw!"_ Kovu pounced at Kion and slapped hard across the jaw; although it wasn't broken, Kion's mouth did hurt a bit. _"Hit him low, do what you must!"_ Kovu then bashed Kion in the stomach, knocking him flat on his back. Kion quickly looked up to see Kovu advancing on him. As the Outsider landed on him, Kion used his legs and heaved Kovu off of him and into a wall. Zira's son stood back up and growled at Kion; both cubs were slighty bruised but still had enough strength to continue their fight. They circled each other again before they raised their claws and swung to strike their targets.

"ENOUGH!" the former King roared from the lava pit, causing both cubs to stop themselves and looked toward the fire that shot out of the boiling lake and took the shape of their predecessor. Kovu bowed respectfully to his Pride's leader while Kion stepped back in fear. "Wh-Who are you?" he asked. "I was once the fiercest in the Pride Lands, the Leader of the Lion Guard who was once gifted with the Roar of the Elders, and King of the Pride Lands. But now, I am a Legend, a symbol of power and want, and both your predecessors, I... am... Scar!" The deceased Lion smirked evilly at his successors while Kion stared at him in shock.

 **A/N: Done! Here's my first chapter for my latest fanfic! New year, so new stories! This may be totally different than what I normally do, but the Lion King 1 & 2 were always my favorite movies when I was younger, and Lions are my favorite animals. So I decided to do a fanfic on it. Don't judge me! Next is the truth behind Scar's Guard's destruction, or basically how it might've happened in my opinion. Hope you readers out there like this fic, and stay tuned. TTFN AntiHero out!**


	2. Chapter 2

**A/N: AntiHero here!**

 **Disclaimer – I own nothing**

 **Chapter 2- Scar's Guard**

The deceased lion examined his great nephew with interest."So, this is the mighty Kion. Son of Simba, the lion prince, fiercest in the Pride Lands, and leader of the Lion Guard," he said. "This is truly an honor; I've heard so much about you."

"Y-You're Scar?!" Kion stammered. "But that's impossible, you're dead!"

"Hmm, death doesn't really stop us Lions, now does it? Just ask Mufasa," Scar countered.

"B-But, how are you here?" Kion questioned.

Scar smirked as he answered. "It's all thanks to you, Kion. You are the one who summoned me."

"W-What?! No, that's not true!" Kion denied.

"I have told many lies in my day, child, but this is not one of them." the evil king said. "That time you came to the volcano here in the Outlands to rescue your sister, Janja tricked you into using the Roar out of anger, causing the volcano to erupt and summoning me back to this world!" Scar grinned as he looked Kion in the eye. "I suppose I should thank you and your father for what you've made me become. I thought there was nothing greater than being a king, but in my death, my eyes have been opened and I have reached a whole new ascension. I can now rule the Pride Lands with the power of nature itself; my mere presence could set Simba's domain on fire and reduce it to ashes! My followers are now more willing to submit themselves to me, and my heir can now walk in my pawprints without hesitation. I am no longer the Lion King; I have become the Lion God!" The flames around the past lion erupted, forcing the cubs to shield their eyes.

"You're no god! You're just an evil lion!" Kion retorted.

"Maybe, maybe not," Scar said. "But let's not talk about me, let's talk about you. Since you're here, it means you accepted my invitation."

"Invitation? You were the one calling me here?" the lion leader questioned.

"Yes, I was," Scar answered.

"Why? What do you want with me? And what were those dreams?!" Kion continued his questioning.

"Isn't it obvious? I wanted to meet my successor in person, to offer you a chance to join me and learn my ways alongside Kovu," Scar revealed. "And those dreams were meant to show you the kind of power you could use to destroy your guard if they were to oppose you."

"I would never join you or destroy my friends!" Kion declared.

"You say that now, but what if you wanted more out of life? To be more than just another servant of your father or your sister for that matter?" asked Scar.

"I am not their servant! I'm their family!" Kion argued.

Scar sighed. "That's what I thought too when I was leader of the Lion Guard: that I was my Mufasa's equal, not his inferior little brother. But the truth was revealed to me that no matter what I did, no matter how much I was praised throughout the Pride Lands, I would never be more than Mufasa's second, the King's little brother!" Scar turned away in sadness as he continued to talk. "My father neglected me and favored Mufasa. I just wanted my father to see me as something more than his 2nd son, a lion worthy of being the next king; that's why I took the name Scar. But he still referred to me by my birth name, and I was never as strong, as wise, or as humble as my brother, so I was never good enough for my father, and my brother did nothing but look down on me. He's the reason why I was never truly respected!"

"What do you mean?" Kion asked.

"Even though I managed to rescue him a few times, as he got older and stronger, the animals saw that he no longer needed the Guard to save him. He began giving orders to my team, and they listened like he was their leader. They even said that he was fiercer than me! My brother took my pride, my title, my father's love, everything from me! And you sister will do the same to you Kion!"

"You're wrong! My sister would never do anything to hurt me, and my parents wouldn't neglect me!" Kion argued.

"Is that what you think? That Simba won't avoid spending time with you in order to groom your sister to be the next ruler of the Pride Lands? That you'll always be here to protect the Circle of Life?" Scar inquired. "How much has he actually told you about anything, like why the Outsiders were banished to the Outlands despite being Lions of his own Pride? Or what will happen to you once you've fully grown? Open your eyes, cub! You'll never be seen as anything more than Simba's 2nd cub if you continue in this path!"

"No, you're wrong!" Kion yelled.

"Join me, Kion. Together you, me, and Kovu will show the Pride Lands our true power! You will have everything you want and so much more! Don't you want more out of life than to be the son of Simba?!"

"Right now the only thing I want... is for you to disappear!" Kion shouted before he Roared at his predecessor. The lion of the fire suddenly faded away as the entire volcano began to rumble; the pool of lava burst out and stretched toward the ceiling and rocks started falling all around the lion cubs. When Kion stopped Roaring, he was tackled by Zira's son. "Back off, Kovu!" Kion said as he pushed him back.

"You're gonna pay for that, Pride Lander; you just blew away my mentor!" Kovu yelled. "You Pride Landers are all the same!"

"What does an Outsider know of a Pride Lander?!" Kion asked.

"I know enough! You Pride Landers just abandon those you don't like to the Outlands where they're left to die if they're not strong enough!" Kovu cried. "But we'll show you that we're better than you; the Outlands has made us stronger, smarter, and greater than you and your family!"

"Then prove it!" Kion challenged as pounced at Zira's son.

Kovu quickly dodged and Kion landed at his right side. "No problem!" Kovu assured. He swung his left claw at the Lion Prince, knocking him onto his back. Kovu then placed his left paw against Kion's chest, pinning him down as he raised his right paw. Acting quick, Kion bit onto Kovu's left paw, making him yelp in pain and giving Kion the chance to push him off. Kion got up and charged at his fellow lion, who charged at him; the two butted heads as they glared at each other. They backed away and began to circle each other, while the geyser around them continued to erupt as more rocks fell around the cubs. The two stopped fighting and looked around to see the place coming down on them. Kion then noticed a large rock about to plummet onto Zira's cub. "Look out!" he cried as he ran toward Kovu and pushed him out of the way before quickly evading the rock.

Kovu got up and stared at Simba's son in disbelief. "You…saved me?"

"Don't thank me yet, we need to get out of here first!" Kion said. Both cubs ran toward the cave entrance, avoiding as many falling rocks and steaming vents as possible, when their path was suddenly blocked by a wall of boulders. They turned to run the other way, but a large stone smashed into the ground, cracking it and opening a deep pool of hot lava. Before the cubs could go any further, two rocks fell onto their heads, knocking them out as they were sealed in a stone prison.

"No, Kion!" Jasiri cried as she watched the cave collapse around her friend. "I've gotta get help!" The fearless Hyena hurried away to the Pride Lands for help.

Inside the cave, Kovu and Kion laid on the ground, unconscious. As the cubs slept, they were both having the same dream. The Bravest, Strongest, Fastest, and Keenest of sight were beaten and defenseless against the power of their leader as the Pride Lands was on fire; the cubs watched as the fiercest in Pride Lands loomed over his former team. Kion's face expressed horror while Kovu's showed astonishment at the kind of power one Lion was capable of. _"This is the kind of power you can possess if you follow in my pawprints,"_ Scar said as he manifested in the cubs' dream. _"But why don't I show you how I came to wield this power?"_ The cubs watched the Pride Lands' condition return to the time before the dry season, where everything was luscious and healthy; on top of Pride Rock stood an old Lion who looked identical to Mufasa.

* * *

Flashback **(A/N: Most of what I've put here is nothing more than made up theories, I don't actually know if this is how it went.)**

King Ahadi stood on his throne as he patiently waited for his sons to come see him. As he waited, he reminisced on the days of his youth. He used to be so young and strong, but his years have gone by and the burden of being King had taken its toll on him; his sons had surpassed him and his time as King was coming to an end. Ahadi knew the Pride Lands would still have problems in the future, but he was confident that Mufasa would be able to handle them; his 1st born had grown to be a very wise and powerful lion. It was his 2nd son that he was worried about. Taka, or Scar as he requested to be called, had become very fierce as well as cunning, but he was also selfish and greedy. Ahadi wasn't sure if he could trust Scar to aid his older brother, especially with his animosity toward him. The Lion King was snapped out of his thoughts when Zuzu landed on the edge of Pride Rock.

"Sire, I let both your sons know that you wish to see them," she announced. "They should be here shortly."

"Thank you, that is all for now," Ahadi dismissed her.

The king's major domo flew away and Ahadi continued to wait. After a few minutes, Prince Mufasa appeared on Pride Rock. The future King approached his father and bowed before greeting him. "Hello Father, how are you today?"

"Ah Mufasa, my son. I am fine, thank you," Ahadi replied. "I was expecting you to arrive with your brother, where is Taka?"

"You know he prefers to be called Scar, father, and I'm afraid I do not know where he is at the moment," Mufasa answered.

Ahadi sighed. "Taka never ceases to make me worry. He's always going off on his own and spends less time with his Pride," he said. "Why must he be so different?"

"Would you like me to go and fetch him father?" the Lion Prince asked.

"No, my son, Taka will return when he's ready. Why don't you come and sit by me?" Ahadi suggested. Mufasa obediently sat at his father's right side. The two lions sat side by side just like they did a long time ago when Ahadi took his successor to the Pride Rock summit where Mufasa was first introduced to his future domain. They watched as the sun shone over their kingdom. "Tell me something, Mufasa," Ahadi started speaking. "Do you remember what I told when I first showed you our kingdom?"

"That a king's time as ruler rises and falls like the sun," Mufasa replied. "And that one day, the sun will set on your time, and rise again… with me as king."

Ahadi nodded. "You've grown so much since then," he said. "You've gotten stronger, wiser, kinder, and you shown much courage, my son. You've learned a lot of things, you've shown compassion to all Pride Landers, and you've earned the respect of our people as well as the love of Sarabi. You have the makings of a great king."

"Father, why are you telling me this?" Mufasa inquired.

"I believe my time as king is finally starting to set my son," Ahadi explained, "which means your time as king is fast approaching."

"What?! Father, are you sure?" Mufasa asked in surprise.

"Yes my son, I can feel my body losing strength," Ahadi said. "I can no longer hunt or pounce, I've gotten real lazy these last few days, and even standing on my throne is too much strain for my body. My time draws near."

"But father, do you really think I'm ready to be king?" Mufasa wondered.

"Yes, I know you are ready to rule the Pride Lands; the Circle of Life will be safe in your paws," Ahadi said. While the two were talking, Scar was listening from within the shadows. Hearing his older brother would still be king, he growled as he took a step back to leave, but his foot accidently knocked over a small rock, which alerted his family of his presence. "Taka, please come forward," Ahadi ordered without turning around. The 2nd Lion Prince stepped out of the shadows and approached his family members, and sat at his father's left side. For a moment, King Ahadi said nothing; he simply blinked while his son looked away from him. "You're late, son, I called you minutes ago," Ahadi finally spoke.

"Forgive me, father, I was out hunting in the Pride Lands when you summoned me," Scar lied casually. "And I thought it would be better to speak with you privately once you were done with Mufasa."

"Taka, you're always doing things your own way, you never seem to consider how it will affect the others around you," Ahadi stated. "You could learn a thing or two from Mufasa."

Scar glared at his father. "First of all, I go by the name of Scar now. Second, I've learned plenty from my big brother, and the way I do things is fine!" he argued. "Nothing I've actually done has ever led to any real consequences."

"Really, what about the time you tricked your brother into trying to resolve the issue with Boma?" Ahadi asked while raising an eyebrow, making Scar look away in shame. "Or how about the time you placed a cobra beside your brother in hopes that it would harm him?" Hearing this shocked both of the young princes.

"I-I didn't think you knew about that," Scar muttered.

"I've been watching you, Taka. Your anger and jealously at Mufasa has caused you to make the wrong decisions," Ahadi went on. "You believe you could rule the Pride Lands just as well as I or Mufasa can, but have you ever thought about what it means to be a leader?" Scar wanted to speak against his father, but his father gave him a look that dared him to say something that might just upset him even more, so he remained silent and listened. "A true leader does not use his authority to get what he wants or force others to obey his will, but advises and helps his followers while at the same time, accepts when he's wrong and learns to understand his subjects' feelings." Scar avoided looking his father in the eye as he spoke, but Ahadi knew that his son was listening; he turned to his favorite son and said, "Mufasa, wait here, please. Taka, walk with me, my son." King Ahadi and Prince Scar left Mufasa behind as they walked down Pride Rock. "My son, I know you don't agree with my decision to make Mufasa the next king, and that you believe you would be a suitable king," Ahadi stated as they walked. "But just because you aren't king doesn't mean you can't be more than just a lion."

"I want to be more than just a lion, your 2nd son, or Mufasa's littler brother," Scar confessed. "I want a name for myself, for people to see me for who I am, not what I am."

"And who are you, Taka?" Ahadi asked.

"I am Scar," the Prince answered.

"There is nothing wrong with wanting more in life my son," the Lion King said. "But we all have roles in life that we must discover. The moment Mufasa was born, he destined to be king. The moment you were born, you were meant for something greater."

"What could possibly be greater than being king?" Scar inquired.

"This." Ahadi moved a curtain of vines from a cave opening and the two lions entered into the cave, where they saw different kinds of paintings on the cave walls. "Welcome to the lair of the Lion Guard, my son."

"This is the guard's lair?" Scar asked.

"Yes, Taka. Now tell me, what do you know about the guard?" Ahadi questioned.

"The Lion Guard is composed of the Pride Lands' fiercest, strongest, fastest, bravest, and keenest of sight," Scar replied. "They are a group of lions tasked with protecting the Pride Lands and the Circle of Life, with the fiercest being the leader."

"Exactly, my son, and every few generations, a new of lions are chosen to be on this guard, starting with the fiercest," Ahadi said. "And right now, there is no lion more fierce than you Taka." He then thought, _"Aside from Mufasa, but he's already the king."_

"Are you saying you wish for me to be the leader of the new Lion Guard?" Scar asked excitedly.

"Yes, the Pride Lands needs protecting, and I believe you can lead your new guard to do just that," Ahadi revealed. "You must assemble your new teammates and lead them. I trust that you'll choose them well, my son."

"I will, father. I'll pick the best in the Pride Lands and lead them well," Scar assured his father.

The King nodded before approaching his 2nd son and placing his right paw on his right shoulder. "Scar, you are the fiercest in the Pride Lands and the leader of the Lion Guard!" Scar's shoulder started to glow gold before a mark the shape of a lion appeared on it. "Now go, my son, for it is time…time for the Lion Guard to rise again."

Scar bowed to his father before running toward the cave entrance. "Don't worry, father, I'll make you proud! I promise!" he declared before leaving.

"Good luck, my son, I have faith in you," Ahadi muttered.

* * *

Moments later

Scar wandered the grazing fields where he spotted his fellow lion named Macho hiding from a group of antelopes; he quickly hid himself among the grass and slowly approached Macho. He crept slowly toward the lion, being very silent so that he didn't scare off the antelopes. Just as he was a few inches away from his Pride member, he jumped to pounce on him, only to find that his target was gone. His confusion only lasted for a second before he was tackled onto his back by the lion he tried to sneak up on. "Scar? Well, this is a surprise," Macho said. "I didn't think you be the one to try and pounce on me."

"Hello Macho, I _see_ that your _sight_ is as _keen_ as ever," Scar greeted him.

"Yeah, it is," Macho replied. "So what can I do for you, your highness?"

"I believe you are aware that the Pride Lands requires a new guard to protect it?" Scar asked, to which Macho nodded. "Well, my father has just appointed me its new leader and has asked me to recruit the best in our Pride to make up the guard, and I believe you are the keenest of sight amongst our kind. So, I request that you join my guard Macho, will you accept?"

"You wish for me to be on the lion guard?" Macho inquired, and Scar nodded in response. "This is truly an honor, I humbly accept, my prince."

"Excellent," Scar said before he approached Macho and placed his right paw on his right shoulder. "Macho, you are the keenest of sight!" Scar announced as he marked Macho.

"I will serve you well, Scar," Macho assured as he bowed to his new leader.

"Come, we must recruit more members for the guard," Scar instructed.

"Affirmative!" Macho replied before the two lions left the grazing grounds.

* * *

The two lions make their way to Lake Matope where many animals had gathered around to watch a large lion wrestle with a crocodile. The lion smacked the croc across the water before rushing at him; the croc landed flat on it back before it was pinned down by the massive lion. "What's the matter, Pua, had enough already?!" the lion taunted the crocodile.

"You wish, Nguvu!" the reptile countered before he bit onto the lion's right paw. The big cat roared in pain before the crocodile pushed him off. Nguvu shook his paw before growling at Pua, who growled back at him. Pua started snapping at his opponent, making Nguvu flinch back before slapping the croc across the snout with his left paw. Pua shook his head and glared at the lion before swinging his tail at him, slapping him hard in the face. Nguvu was disoriented and Pua tried to use that weakness to his advantage by striking the lion with its tail again, but the lion managed to recover from the last blow and grabbed onto the crocodile's tail with its jaws. Pua snarled in pain and tried to remove his tail from the lion's mouth, but Nguvu held firm. The lion then used his great strength to lift the reptile by its tail and slam it into the ground. Pua cried in agony, but Nguvu wasn't done with him yet; he lifted the croc up again and began repeatedly slamming him onto the lake.

When he was done, he tossed the crocodile leader across the water. Pua's body ached, and he attempted to get up, but Nguvu quickly stomped on his head, pinning him to the ground. "Say it," the lion ordered.

"I… yield," the croc relented. Nguvu let out a mighty roar of victory and the crowd of animal spectators cheered wildly. The lion then removed his paw from Pua's head. The croc stood up and said, "Good fight, Nguvu, you are indeed strong."

"Yes, probably one of the strongest in the Pride Lands," Scar commented as he and Macho stepped forward. All of the animals around immediately bowed before their prince. Scar smirked at this; it always filled him with great pride when the animals humbled themselves in his presence. It made him feel like a true king, and he was sure that his status as leader of the Lion Guard would only give him more praise. "Greetings Nguvu, I see you're testing your strength against other animals."

"Prince Scar, did you enjoy the show?" Nguvu questioned. "I was just keeping myself in shape. Hey Macho, nice to _see_ you again."

"Ha ha, very funny," Macho said sarcastically. "Anyway, we need to speak to you, ya big lug."

"What is it? My great strength is desired by our infamous prince?" Nguvu gloated, making Scar roll his eyes.

"We have a proposition for you," Scar explained. "I have been named leader of the new Lion Guard, and I am recruiting new members. I believe you would be excellent as the strongest."

Nguvu's eyes widened at this. "Well, I'm glad to see that my true potential has been recognized, but are you sure that you want me on the guard?" he asked. "There are plenty of other strong lions in our pride, like Mufasa."

"While my brother is one of the strongest in our pride, I do not wish to have the next king on my guard," Scar admitted. "I have seen your true strength and weighed my options. I believe that you are much stronger than my brother and therefore that you are perfect for the job. Will you accept?"

Nguvu thought for a moment before replying. "If the Pride Lands needs protecting, then I'll lend it my strength. Count me in!"

"Splendid," Scar said, pleased, before repeating the same process he did with Macho. "Nguvu, you are the strongest!" Just like with Macho, Nguvu's right shoulder shone as the Lion Guard mark appeared on it. "Now we recruit the next member of our guard."

"Alright! Enemies of the Pride Lands beware, because the Lion Guard's strongest is coming at you!" Nguvu exclaimed as he ran ahead of his fellow lions. Scar and Macho shook their heads before following him.

The three lions then journeyed through the fields of the Pride Lands in search of their 4th member of their guard. "So Scar, who's going to be the next lion we recruit?" Macho inquired.

"Well, the last two lions we need are meant to be the fastest and the bravest," Scar answered. "So, I think the next one we should get will be the fastest, and lucky for us, I already have someone in mind for that position."

"And who exactly might that be?" Nguvu asked.

"Kasi," Scar responded.

Nguvu and Macho looked at each other. "I guess she is pretty fast," the Keenest of sight admitted.

"Probably the fastest lion there is," Nguvu agreed. "But how do we find her when she's always running around?"

"There." Scar pointed to the open field, but it looked like nothing was there.

"Uh, I don't see anything, Scar," Nguvu said.

"You're not supposed to, our keenest of sight is," Scar replied before addressing Macho. "Macho, what do _you_ see?"

Macho looked out into the open field and spotted something moving incredibly fast; looking closer, he could see that there was a trail of dust following not just one, but two animals. He managed to deduce that the animals running were having a race and identified the one in the lead as a cheetah, while the one trying to catch up was a lioness. "I see a cheetah and a lioness headed this way fast. They seem to be having some sort of race and it looks like the cheetah is in the lead." The tide suddenly changed as the female lion started to run faster and raced just in front of the cheetah. "Ok, now the lioness is in front of the cheetah."

"How long before they get here?" Scar questioned.

"Most likely a few minutes," Macho answered.

"Good. Nguvu, stand right here, and no matter what, don't move," the prince instructed the large lion. Nguvu nodded and stood where Scar directed him; he finally spotted the lioness and the cheetah approaching him with no intention of slowing down. The lioness was looking behind her, making sure that her competitor was where they should be: in the back. Since she was looking behind instead of ahead, she was unaware of the male lion standing in her path. The cheetah managed to see Nguvu in the way and immediately stopped running; the female lion smirked, believing that the cheetah was giving up and kept running, until she crashed into something big and landed on her back. She looked up to see Nguvu still standing as if he didn't feel her crashing into him.

"Nguvu, what the heck are you doing standing there?!" she asked furiously. "Can't you see I was trying to have some fun?!"

"Great to see you too, Kasi," Nguvu greeted. "You should really watch where you're going; you never know what might get in your way."

Kasi growled at him before she noticed Macho standing close by "Hello, gold eyes, got tired of sight _seeing_?" she teased him.

"Is everyone going to be making jokes about my keen eyesight today?" Macho asked rhetorically.

Kasi lightly rubbed her head under his chin. "Calm down, I was just kidding," she assured. "Besides, I always liked looking into those gold orbs of sight."

"Ahem," Scar spoke, getting everyone's attention. "Is this a bad time?" he asked sarcastically.

"Well, if it isn't the young prince," Kasi said before bowing. "Greetings, your majesty."

"Hello, Kasi," Scar greeted back. "We're hoping to speak with you."

"Why? What's going on?" she inquired.

"I am recruiting lions to join my new Lion Guard," Scar explained. "I have already recruited Macho as the keenest of sight and Nguvu as the strongest, and I would like you to be our fastest member."

"So, the Pride Lands needs protecting and you want me to be its fastest lion," Kasi summed up. "Sounds like a chance to really show off my speed to all of the Pride Lands! Count me in!"

"Perfect." Scar then walked up to her and placed his right paw on her right shoulder. "Kasi, you are the fastest!" Scar declared as he removed his paw and the mark was placed on Kasi's shoulder. "Our team is nearly complete; all that is left is to recruit our bravest member. Let's return to Pride Rock. We might find our final member among our pride." The three lions nodded and followed their new leader to their home. Scar, Macho, Nguvu, and Kasi climbed onto the Pride Rock and made their way into the den; before they could go in, they were approached by King Ahadi and Prince Mufasa.

"Ah Taka, I've seen that you've been busy gathering lions," Ahadi noted.

"Yes father, I have brought the best lions of the Pride Lands for this team," Scar said as he introduced his comrades. "Presenting Nguvu the strongest, Kasi the fastest, and Macho the keenest of sight." The lions bowed before their king and prince.

"But brother, it seems that you are missing a member," Mufasa stated.

Scar looked at his brother sternly before saying, "Yes Mufasa, I have not found our bravest member yet, but that is why we're here."

"If you're looking for someone to be the bravest, then perhaps I may know someone who can fill that role and bring your search to an end," the future king suggested.

"No offense, brother, but a lion that ran away from an angry buffalo doesn't qualify as the bravest," Scar stated.

Ahadi glared at his 2nd son. "Taka, show your respect. Mufasa is still your future king."

"Anyway, I wasn't talking about myself, brother," Mufasa continued. He then turned toward the den and called, "Uja, please come, my friend." Another male lion, slightly smaller than Mufasa, stepped out of the den and walked toward the six lions. Uja stood beside Prince Mufasa and bowed to the fiercest in the Pride Lands. "I recommend my best friend Uja as your bravest member, if you will accept."

"I would be honored if you would accept me as a member of your guard," Uja said.

Ahadi smiled at his successor's attempt to help while Scar simply raised an eyebrow. "I… appreciate your attempt to support my new status, Mufasa, but I believe that I should be the one to choose all of the members in my guard," Scar declined.

"I assure you, brother, Uja is one of the bravest lions you'll ever see, even more courageous than me," Mufasa said.

"I think I'll stick to my instincts on this one, brother," Scar responded.

"Very well, Scar, I will respect your decision," Mufasa complied. The older prince and his friend turned to enter back into the den before they were suddenly stopped by the king.

"Hold on there, Mufasa, Uja," Ahadi said, making the lions stop and turn to their king, who was about to address Scar. "Now son, I think you should accept Uja as the bravest in your guard. I have seen many courageous lions in our Pride, but I believe that Uja has proven to be the bravest, and if Mufasa believes he would make a great addition to your team, then you should trust his judgment. A good leader is always open to suggestions from others, so please accept your brother's friend as your final member."

"I think he'd be great on our team," Nguvu put in.

"Uja is pretty brave," Kasi admitted.

"Plus if the current king and future king recommend him, then he's gotta be the perfect choice," Macho stated.

Scar seemed conflicted for a moment. He did not want to accept any help from his older brother, whether it was directly or indirectly, and accepting Mufasa's best friend would go down in history that the future king was the one who completed the Lion Guard. However, his father gave him this role of leadership, which meant that for once, his father saw him as something more than just 2nd best, and that he was fully supporting him. He wasn't about to let his big brother ruin this chance he had to prove himself. "Very well, I accept," Scar decided. "Uja, please come forward." Mufasa's friend moved closer to Scar until he was face-to-face with him, and the leader of the Lion Guard placed his right paw on Uja's right shoulder and declared, "Uja, you are the bravest!" Although Scar had to force himself to go through with this decision, his face hid it very well, so no one saw his displeasure. The mark of the guard materialized on Uja's shoulder. "The Lion Guard is now complete!"

All the lions in the pride roared in excitement at the birth of their new Lion Guard. Scar led his new guard into the den and all the lions, including Mufasa and Ahadi, bowed respectfully to the protectors of the Pride Lands and the Circle of Life. "We start our first mission tomorrow," Scar announced before everyone went to get some sleep.

* * *

The next day

Scar stood across the edge of Pride Rock as he waited for the sun to rise. _"I had always imagined that I would be standing on this rock as the Pride Lands' king, but I never thought I would be the leader of its protectors,"_ he thought.

"You're up early, Taka," Ahadi said from behind the prince. "Having trouble sleeping?"

"Good morning, father, and no, I slept fine," Scar replied. "I was just letting all of this sink in."

"All of what, my son?" Ahadi inquired.

"Mufasa becoming king and me forming my own Lion Guard to protect the Pride Lands. I never imagined this would be how life turned out," Scar confessed.

"Sometimes life doesn't go the way you expect it to," Ahadi told him. "But we must embrace our destinies and handle them well."

"Yes, father," Scar said.

"Just remember, my son, with great power comes great responsibility," Ahadi advised.

"Yes, father," Scar repeated.

The two Lions were then joined by Prince Mufasa. "Good morning father, good morning brother," he greeted his family.

"Good morning, my son," Ahadi greeted.

"Morning, brother," Scar said.

"Beautiful morning, isn't it?" Mufasa asked.

"Yes, my son, it is," the King answered.

Just then, Zuzu flew above the royal lions' heads, looking rather distressed. "Sire! News from the underground, hyenas have been spotted in the Pride Lands!" she announced.

"It appears the time has come," Ahadi said as he looked toward the leader of the Lion Guard. "Are you ready, my son?"

"Yes father, I will assemble the guard!" Scar relied before he left to enter the lair; a few minutes later, Scar's team stepped out of the lair and stood at Pride Rock.

"Alright, our first mission as a team!" Nguvu cheered. "Time to show those dogs our strength!"

"We'll show them more than that!" Kasi added.

"Right, this is our land and we're going to protect it!" Uja shouted.

"Then what are we waiting for?" Macho asked.

"Lion Guard, let's move out!" Scar ordered as he ran down Pride Rock. "Till the Pride Lands' end…!"

"… Lion Guard defend!" his teammates finished as they went after their leader.

Ahadi and Mufasa watched as the new Lion Guard ran across the savannah to track down the hyenas. "Good luck, Scar," Ahadi muttered before turning to go inside the den.

* * *

In the fields of the Pride Lands, Shenzi, Banzai, Ed, and four other hyenas were going around attacking the zebra herd; the outlanders snapping their strong jaws at the black and white striped animals, who were panicking and running back and forth. "Stop running already, all this going back and forth is making me hungry!" Banzai cried. "Then it's time to stop messing around and have some lunch!" Shenzi shouted while Ed simply chuckled in agreement. The hyenas then cornered the herd and prepared to take a bite out their prey. Shenzi lunged at the closest zebra with her fangs bared, but just before she got to her target, she was suddenly smacked backward by something fast. "What the heck hit me?!" she questioned. The speedy attacker ran around the pack of hyenas, creating a dust cloud that blinded them. The wild dogs coughed from the dust surrounding them before the runner stopped running; when the dust cleared, they could see that the one attacking them was the lioness Kasi.

"Bad dogs! Don't you know you're not allowed in the Pride Lands?" Kasi taunted.

"A lion!" Banzai shouted.

"Relax, it's just one lion, we can handle it!" Shenzi assured.

"Oh, it's not just me, I just got here first," Kasi corrected her.

Before long, her comrades had appeared by her side. "Hyenas! This is not your land, so go home or we will deal with you severely!" Scar warned.

"Wait, I know you!" Shenzi exclaimed as she recognized Scar. "You're Ahadi's 2nd son, Prince Taka!"

"Scar, do you know these idiots?!" Uja inquired.

"Hey!" Shenzi and Banzai shouted in protest.

"I know the three in front," the prince answered. "Their names are Shenzi, Banzai, and Ed. These hyenas tend to sneak into the Pride Lands more often than any of their comrades."

"Hey Taka, long time no see," Banzai greeted the lion. "What are you doing here with these chumps?"

"Chumps?!" Nguvu shouted in outrage. The strongest lion prepared to pounce on the hyenas when his leader held out his paw to stop him.

"First of all, my name is Scar now," the lion leader said. "Second, you hyenas are trespassing, I advise you to leave now before we have to take action!"

"I hope you don't leave," Nguvu added as he brought his claws out.

"Better make a choice, Hyenas!" Uja warned.

"Hmmm, well, my brain tells me to run away…" Shenzi began.

"What brain?" Macho muttered.

"… but our stomachs say that we should fight for our meal," Banzai finished. "So I don't think we'll be leaving any time soon!" All seven Hyenas brought out their claws and bared their fangs.

Seeing this made Nguvu and Kasi smile with excitement while Macho and Uja glared at the Hyenas and Scar kept a neutral expression. "Then you leave us no choice, we will force you to return to your homes!" Scar declared. The new Lion Guard readied themselves for the fight about to take place. "Lion Guard ready?" Scar asked.

"Ready!" the guard replied.

"Attack!" he ordered.

And with that signal, the Lions and the Hyenas charged at each other. Three hyenas attacked Nguvu, one attacked Macho, Ed took on Kasi, Banzi faced Uja, and Shenzi lunged at Scar. Two of the three Hyenas bit onto Nguvu's legs with their strong jaws, but his retaliation showed that he didn't feel it when he tossed one away and slammed the other one on the ground. The third jumped at him but he countered by headbutting the Hyena away. The Hyena that Macho was fighting tried hiding in the grass to prevent the lion from seeing him, but Macho's keen eyesight allowed him to spot his enemy even though he was hidden. He jumped to the side, avoiding the Hyena's assault before tackling him. While Macho was wrestling with his Hyena, he was unaware of Banzai sneaking up from behind him. The Hyena lunged at the keenest of sight, but before he could reach his target, Uja intercepted him by grabbing him by the leg and tossing him aside and then pinning him to the ground.

"Thanks," Macho said gratefully.

"No problem. Just keep your eyes peeled," Uja advised with a smirk.

"Very funny," Macho grumbled.

Ed wasn't having any luck either; his attempts to bite the fastest lion were futile as she easily dodged his attacks. Kasi then started running around him with great speed. Ed's head moved from side to side until he got dizzy from trying to follow her, and the lioness stopped running and kicked him away. Shenzi prepared to attack Scar, but before she could, he swiped dirt in her face, temporarily binding her. In that instant, her face was struck by Scar's right paw and she growled at him as blood slid down the three claw marks on her cheek. She chomped at him ferociously, but the fierce leader of the Lion Guard grabbed her by the neck with his jaws; the force wasn't enough to snap her neck, but it allowed him to toss her away. Shenzi got up and flinched in pain before slowly backing away as Scar crept toward her. Pretty soon, all of the Hyenas were backed together with the Lion Guard keeping them at bay. "We warned you this would not end well, Hyenas."

"Yeah, well, we don't listen very well, especially to lions!" Banzai stated.

"The Pride Lands is under the protection of the Lion Guard now," Scar declared. "And your kind is not welcome here!"

"Don't think this is the end!" Shenzi warned the lions. "We won't ever stop coming to the Pride Lands! We do what we want, however we want, when we want to!"

"It's time for you to return home now!" Scar shouted. The leader of the Lion Guard Roared at the Hyenas, creating a force so powerful, that the mutts were blown far away; when they landed they whimpered as they quickly ran back to the Outlands. The rest of the guard stared at their leader after his display of power.

"Whoa, since when could you do that?" Nguvu inquired.

"I'm not sure, what was that?" Scar wondered. "I felt so… powerful!"

"I wouldn't have believed it if I didn't see it for myself," Macho said.

"I've heard rumors about the Roar as a cub, but I've never been able to see it," Uja spoke up.

"The Roar?" Kasi questioned.

"The Roar is supposed to be a powerful ability that only the leader of the Lion Guard possesses," Uja explained. "I don't know more about it, but I'm pretty sure the King does."

"Then we must speak to my father right away," Scar decided. The new defenders of the Pride Lands then started to make their way home. Before long, the Lion Guard had appeared on Pride Rock. Uja left to go spend time with his mate, Sarafina, while the others went into the den to relax. Scar went to speak to his father, who was sitting at the very top of Pride Rock with Mufasa.

"Ah Scar, you've returned," Mufasa greeted him. "How was the Lion Guard's first job?"

"It ended successfully, brother," Scar replied before he addressed his father. "Father, there's something I need to ask you."

"What is it son?" Ahadi inquired.

"After we had the Hyenas cornered, something happened," Scar explained. "When I roared, this tremendous force was created and the Hyenas were blasted away."

"Is that so?" Ahadi asked.

Scar nodded. "It was incredible! I felt this amazing power building up inside me, and when I used it, the results were extraordinary!"

"Interesting, it appears you have been gifted with the Roar of the Elders," Ahadi mused.

"Roar of the Elders?" Scar repeated.

"What do you mean, father?" Mufasa questioned.

"The Roar of the Elders is a special power that the leader of every Lion Guard possesses," the King explained. "It is a gift from the Kings of the past. This power allows the leader of the guard to summon the kings of the past to roar beside them, increasing the strength of their own roar manifold."

"Amazing," Scar breathed. "So this is a power granted to me by the kings."

"Yes, my son, and it is your job to use this power wisely," Ahadi advised him.

"Yes, father," Scar said.

"You did well on your first task as leader, and you have chosen adequate lions for your team," Ahadi praised his 2nd son. "I am proud of you, my son." Ahadi smiled at his son who smiled back. Mufasa smiled as well, feeling happy for his younger brother. The three Lions stared out into the horizon as the golden sun began to set gloriously. "A beautiful sunset, right, my sons?" Mufasa and Scar nodded in agreement. Just then, the royal lions spotted Rafiki coming toward Pride Rock. The old baboon climbed to the top before approaching the lions. "Ah Rafiki, to what do we owe this pleasure?" King Ahadi asked.

"It is time, Ahadi," the advisor simply said.

Although the princes were confused, Ahadi nodded in understanding. "I see," he said before he turned to address his sons. "Mufasa, let me tell you something that my father told me. Whenever you look at the stars at night, remember that the great kings of the past look down on us from those stars. So whenever you feel alone, just know that those kings will always be there to guide you, and so will I."

"Yes, father," Mufasa responded.

"The same goes for you, Taka." Ahadi turned to his second son. "The kings of the past have granted you incredible power and have laid out a path for you. It is up to you to decide where this path will take you, and use this power righteously."

"I understand, father." Scar nodded.

Ahadi placed his paws on his sons' shoulders and smiled. "I am sorry that we couldn't spend more time together because of my duties as king, but I always enjoyed the little time we did have. Both of you have grown up and now have the great responsibilities of a leader. The fate of the Pride Lands and the Circle of Life now rest in your paws. Best of luck, my sons." The King released his sons, and slowly walked away from them. He stopped and looked back at them one more time before saying, "My time has finally set, maybe now I can rest in peace. Goodbye Mufasa and Scar; take care of your mother, your Pride, and our kingdom." King Ahadi then climbed down Pride Rock and started walking away. Scar was about to go after him, but Mufasa blocked him with his paw and shook his head. The two sons watched as their father moved further away from their home before he finally disappeared in the wind.

Night had finally fallen. Rafiki tapped Mufasa with his staff and gestured to the edge of Pride Rock. Mufasa nodded and slowly made his way toward the edge. When he got there, he stood for a few seconds and stared at the night sky. Filled with newfound strength and courage, he then took a big breath and roared as loud as he could; all of the lions and lionesses came out and witnessed their new king assuming his throne before roaring with him, though none of them noticed the fiercest in the Pride Lands walking away from their home and making his way toward the Outlands.

* * *

 **In the Outlands**

The Hyenas were licking their wounds from their scuffle with the Lion Guard. Shenzi was licking Banzai's side while Ed was snickering at his comrade's pain. "Ow! That really hurts, Shenzi!"

"Quit being such a pup!" Shenzi told him, which made Ed laugh more.

"Would you shut up already?!" Banzi cried, but that didn't help so he pounced on Ed. The two male Hyenas tussled with each other while Shenzi watched in annoyance. "Alright you two, cut it out!" she ordered, but they ignored her and continued fighting; eventually she jumped in to separate them but ended up joining the fight as well.

"And here I thought you Hyenas couldn't get anymore pathetic," a voice from up high said condescendingly. The Hyenas stopped and looked up to see Scar sitting on a cliff looking down on them.

"Oh great, it's bad enough we gotta deal with those lions when we're in the Pride Lands, now one of them comes into our home!" Banzai exclaimed.

"How rude, is that any way to treat an old friend?" the lion prince asked.

"We're not friends with lions!" Shenzi shouted. "Especially the ones who kick us out, and leave us to starve to death!"

"That's too bad, because friends give each other gifts," Scar said. "And I brought the perfect gift for you as an apology for how I treated you earlier." The leader of the Lion Guard pulled out three big chunks of meat and held them out for the Hyenas to see. Banzai and Ed started drooling while staring at the food with great hunger in their eyes, but Shenzi stood firm.

"Do you really think you can toss us a few pieces of meat and we'll just forgive you?!" she questioned.

"I was hoping that would be the case," Scar admitted. "But if not, then I'll just take this back and be on my way. We have so much meat in the Pride Lands that I actually don't mind sharing some with you, but too bad you're not interested." Scar pulled back the meat and turned to leave. The Hyenas stomachs' started growling loudly, which made Scar smirk as he started walking away. The Hyenas whined as they smelled the delicious food and their hunger increased.

"WAIT! WE'LL FORGIVE YOU! WE'LL LET IT SLIDE! JUST PLEASE GIVE US THE FOOD!" Banzai shouted as all three Hyenas got up and started begging like dogs.

Scar turned back and dropped the meat at their feet; the Outlanders wasted no time diving in and devouring their dinner. "So, all is forgiven?" Scar asked.

"Oh yeah, apology accepted!" Shenzi answered.

"And we're friends?" Scar asked.

"Absolutely, buddy, good friends!" Banzai replied while Ed nodded vigorously.

Scar's smirk grew wider. "Good. Now eat up, my friends, because when you're done… I have a proposition for you."

 **A/N: Done! Thank you to all who have reviewed, favorited, and followed this story! I was told that there aren't that many good Lion King/Guard stories, so I'm just glad that mine isn't one of those. Next chapter will be about how Scar lost his power and the final step he took to becoming the ruthless Disney villain we all know him to be. Once again, these are all just theories and ideas that I came up with; whatever hasn't been revealed isn't something that I know is true or not. Thanks again and stay tuned, the story will only get better as time goes on! Oh yeah and one more thing- Nguvu means strength in Swahili, Kasi means speed, Macho means sight, and Uja is short for Ujasiri which means courage. That's why I choose those names for Scar's Guard. Until Next time, TTFN AntiHero out!**


	3. Chapter 3

**A/N: I'm back! Now it's time to pick up where we left off. There have been many good reviews and requests, and I thank those who sent them; they motivate me to keep writing! Now to finish the flashback. Once again, most of what I write is nothing more than theories and imagination; if it hasn't been confirmed anywhere, then it's not a fact that I know.**

 **Disclaimer – I own nothing**

 **Chapter 3 - The Fall of the Guard** **, Part 1**

It was a new day in the Pride Lands. King Mufasa stood at the edge of Pride Rock as the wind blew in his mane. It had been four years since Ahadi died, Mufasa assumed the throne, and Scar was named Leader of the Lion Guard, and over the years, the sons of the previous king had made quite a reputation for themselves. Mufasa had become a wise and powerful ruler of the Pride Lands, comparable to his late father. The eldest lion was strong and kind; he respected his subjects and treated everyone fairly. However, the younger lion had become a fearsome leader of the Pride Landers defenders; he displayed ruthlessness and superiority whenever he led his team, he disregarded the inhabitants of his brother's kingdom, and demanded to be respected as much as his brother. This attitude he carried made the other animals to fear him and the Pride to distance themselves from him. The only one who truly respected Scar was the daughter of Nguvu and Kasi, the young Zira.

This young cub was known for her aggressiveness. Although she didn't inherit her father's strength or her mother's speed, she would usually exhibit the same kind of ruthlessness as her idol. Zira devoted her life to siding with Scar. She was practically his apprentice, although in her eyes, their relationship felt much more than one of mentor and pupil as she felt Scar could show her that there was more to life than being a simple huntress. Even though Scar spent time teaching her in his ways, he never really saw her as anything more than a loyal servant who would always carry on his legacy. The other lions were worried about little Zira, but there wasn't anything they could do to sway the cub from her hero.

If there was one thing that hadn't changed, that was the animosity between the sons of Ahadi. The tension between the King and the Guard leader hadn't eased at all since their father's passing. During the years, Mufasa usually had to criticize his brother on how he treated others while Scar chastised the King on how he ruled the Pride Lands. It didn't help that Mufasa devoted himself to becoming the sole protector of the Pride Lands. Mufasa spent the last four years training himself to as brave, fast, fierce, and strong as every member of the Lion Guard, and with Zazu as his major domo overseeing the Pride Lands, he could be alerted of any trouble and react immediately. At first, Scar and the Guard had no problem with Mufasa working alongside them; Scar saw him as just a tag along. But overtime, the King's presence began to overshadow the fierce lion's position as leader of the Guard.

Mufasa's power and wisdom was recognized by the inhabitants of the kingdom much more than Scar's successes. The Guard looked to him at times for guidance rather than their own leader. Rumors were even passed around that the King was the actual leader of the Lion Guard rather than the fiercest lion of the Pride. Attacks on the Pride Lands from Outlanders reduced due to the fear they had of the mighty King till the hyenas were the only oppressors left. Issues were resolved thanks to Mufasa's knowledge and most of the animals were able to get along.

As the King stood on his throne, a massive roar was heard throughout the kingdom, and suddenly a small white cloud expanded in size while turning gray and releasing some lightning. It started to rain over the Pride Lands, and Mufasa sighed as he knew what was causing it to rain unnaturally. "Your majesty," a voice said from behind the King. Mufasa turned around and saw his best friend Uja coming to stand beside him.

"No need for the formalities, Uja my friend," Mufasa replied. "What can I do for you?"

"Scar seems to be at it again," Uja noted.

Mufasa nodded. "Yes, my brother is exploiting his power," he acknowledged. "I'm worried about what this means. He believes that he can use the power for his own personal desires and shows little to no restrain while using it."

"I may be the bravest in the Pride Lands, but there are still some things even I am afraid of," Uja said. "And Scar's attitude has me a bit scared."

"You're not the only one. Everyone, even I, am terrified of the path my brother is taking, and his way of thinking is influencing the younger generation, as you see with Nguvu and Kasi's daughter," Mufasa agreed. "I thought I could advise him to do better by fighting beside him, but my presence only seems to irritate him. Perhaps it would be better if I stuck to just ruling the Pride Lands and leave protecting it to the Guard."

"You joined the Lion Guard because you truly cared about your kingdom, and as its King, there is no one better suited to decide what's right for the land aside from you. If Scar has a problem with you offering your assistance, then he's the one who needs to change. If anything, your presence has motivated the Guard to work harder, to be the best they can be," Uja stated. "Your father said that the future of the Pride rested in both of your paws. This land will always be at peace as long as you're the King, and it's an honor to fight by your side, Mufasa."

Mufasa smiled at his friend, feeling comfort from his words. "Thank you, Uja."

"Anyway, I have some great news I wish to share with my closest friend," Uja continued. "My mate, Sarafina, is pregnant. We're expecting a child soon."

Mufasa turned toward the bravest lion. "That is wonderful news! I am happy for you, my friend!" Just then, Zazu flew onto the edge of Pride Rock. "Hello Zazu, what is it?"

"Forgive me for the intrusion, sire, but I received news from the underground," Zazu answered. "The hyenas are at it again! They're attacking as we speak!"

"Duty calls, right Mufasa?" Uja asked.

"I guess it does, my friend," Mufasa replied. "I'll alert my brother while you assemble the rest of the Guard!"

"Yes, sir!" Uja complied.

"Let's go! Till the Pride Lands' end…!"

"Lion Guard defend!" The two lions rushed down the rock. Uja ran toward the Lion Guard's lair while Mufasa raced through the grassy land.

Meanwhile in the fields, the black-maned lion with the scar across his eye stood in the grass with an adolescent cub. The larger lion roared again at the clouds, causing them to rain over the land temporarily. The cub watched in awe as the Guard leader smirked at his display of power. "Wow Scar, that was amazing!" she praised him. "That roar of yours is truly a magnificent power!"

Scar petted the cub on the head. "Thank you, Zira, but it's not just about the roaring," he told her. "It's about controlling this power! About not fearing it, but embracing it! Knowing that you were the one chosen to wield this power and that it belongs to you alone! That with this kind of power, there's no one capable of opposing you!"

Zira's eyes widened in delight at hearing her role model's wisdom. "You're so smart, Scar! You're strong, fearless, fierce, and an excellent leader!" she continued to suck up to him. "You should be the king instead of Mufasa."

"You're right my dear, I should be king," Scar agreed; his face then turned to one of depression. "Unfortunately, fate doesn't always give you what you want. But that is why we're lions," he said, which confused Zira. "As lions, we're the most grand amongst all the species in the Pride Lands; it's the reason we are the rulers of this glorious kingdom! When we don't get what we desire, we take it by force! My brother may believe that we should show compassion to the other creatures who serve us and that we should respect the Circle of Life, but in the end, life is nothing more than an enormous food chain! Only the strong and ruthless survive while the soft and weak die! As lions, we have no competitors, no equals, and no friends; only servants and enemies who need to be constantly reminded that we're on the top and that we'll never fall!"

"Lions over all!" Zira cheered.

Scar nodded. "Exactly, lions over all, my dear. And when I become king, I'll make sure the Pride Lands never forgets that," he assured.

"You're going to be King?!" Zira asked anxiously. "How? When?"

"Soon, very soon, my dear," Scar replied. "As for how, you'll have to wait and see. Who knows, if you're patient and loyal, I may make you my 2nd in command."

Zira humbly bowed to her idol. "I would be honored to be your loyal servant, Lord Scar," Zira swore. "I will always follow and obey your will."

Scar smirked evilly at the oath Zira had taken. Just then, the two lions spotted the King of the Pride Lands running toward them. Mufasa stopped in front of them and spoke. "Scar, hyenas are attacking the Pride Lands again!"

"What else is new?" Scar inquired nonchalantly.

Zira snickered at his remark while Mufasa growled. "I've sent Uja to assemble the guard; they should be on their way!" the King went on.

"Oh, so now _you're_ in charge gathering _my_ team?" Scar asked.

"Scar, now's not the time for this!" Mufasa roared. "Now as your King, I order you to do your job!"

"Patience, patience, big brother," Scar said. "I've kept our Kingdom safe for years, it can afford to wait a few minutes." He then turned to address the lion cub. "Let's get going, Zira." The leader of the Lion Guard and the cub started to leave, but the King suddenly leapt in front of them, intercepting their path.

"I think it would be best if Zira were to go back to Pride Rock," Mufasa suggested.

"But I wanna stay with lord Scar!" Zira exclaimed.

Scar smirked and said, "Thank you, Zira. As her mentor, I prefer to have her right by my side at all times, so I'll have to decline your suggestion."

Mufasa glared at his brother as he got in his face. "She may be _your_ apprentice, but you're both still members of _my_ Pride, so I decide who leaves and who goes home," the King growled. "You know her parents would not approve of her going on a dangerous task like this one, and neither do I. This is not up for debate, Scar! Zira goes home!"

Scar looked his older brother in the eye before turning to the lion cub and saying, "Zira, I think you should head home."

"But Scar—" Zira prepared to argue before her idol held up a paw to silence her. 

"Zira, do not question your King!" Scar warned her. "Do as he says."

Zira bowed humbly before turning away from the brother and racing back toward Pride Rock. Mufasa and Scar then started running toward the location of the hyenas. The two lions eventually made it to the wildebeest grazing grounds; they quickly hid among the grass as they kept watch on their sworn enemies. The wildebeest continued to munch on the grass, completely unaware of the two lions creeping toward them or the pack of hyenas hiding amongst the boulders in order to attack the herd without being detected. While the lions were getting closer, the hyenas were busy snickering and gazing upon their meals."Heh heh! Those wildebeest are about to be my lunch!" Banzai chuckled as he licked his lips. "I can already taste 'em!"

"Settle down, boys!" Shenzi ordered. "If you attack too soon, you'll scare 'em off before we can snap their bones." Ed chuckled in agreement as Shenzi continued to speak. "Now when you attack, go for the small or weaker ones and make sure to snap their legs first. If the meat can't run, then it's dead meat! Got it?"

The male hyenas nodded. "Yeah yeah, we got it! Now let's go already! I'm starving!" Banzai exclaimed.

Shenzi placed her paw on his mouth to shush him. "Keep it down, and follow my lead!" she whispered as she started walking toward the wildebeest; they slowly crept toward their prey while grinning wickedly. Just as they were about to attack, Shenzi's ears perked up as she heard something. "Hold on, something's not right," she said as she held out her paw to keep her comrades in place. She took a few whiffs, but as she did, the boys grew too anxious from just staring at their meal walking in front of them.

"I can't take this anymore! I'm going in!" Banzai yelled. He and Ed suddenly charged at the closest wildebeest and jumped at it with their jaws wide open. Just before they could get it, something big tackled them and pinned them on their backs. The wildebeest herd jumped at the sight of two types of predators and quickly ran away in panic. The male hyenas were shocked and terrified to see the furious face of King Mufasa.

"M-Mufasa!" Banzai cried.

"That's King Mufasa to you, hyena!" the King growled.

Shenzi shook her head in disappointment. "Males are so foolish," she muttered before she jumped to attack the King, only to be stopped by the leader of the Lion Guard.

"Hyenas, stand down!" Scar ordered.

Shenzi quickly got up and she shook her head. "Well well, if it isn't the two sons of Ahadi. Never thought I'd see the two of you working together," she commented.

"Scar! Go make sure the herd's alright! I'll handle this," Mufasa ordered. His brother nodded before taking off after the wildebeest herd while Ahadi's successor glared at Shenzi. "It's over, hyenas! Go back to your home!"

"Aw, so soon?!" Shenzi complained. "But it's so boring in our territory! The Pride Lands is a much more fun place; what's wrong with coming here for fun?"

"Your idea of fun is hunting for sport!" Mufasa retorted.

"What's wrong with that?" Shenzi argued.

"My father was against it and so am I!" Mufasa said. "Now get out!"

"But our land has very little water and barely any food for us," Shenzi appealed. "It's hard to survive on bones alone."

"You would have all you desire if you'd abide by the rules of the Circle of Life!" Mufasa countered.

"The Circle of Life is for fools," she muttered.

Mufasa roared in anger, which made Shenzi flinch. "I'm done talking, now leave the Pride Lands or suffer the consequences!" Mufasa warned her as he let the other two hyenas up. Banzai and Ed regrouped with Shenzi and braced themselves for a fight. "So, you're not backing down, then?" the King growled.

"Sorry your majesty, but we didn't come here to take orders!" Shenzi declared. "And we're not going back empty handed, so you'd better stay out of our way if you don't wanna get hurt! Think this logically, you're outnumbered!"

"3 against1 isn't enough to take me down; besides the three of you are no match against me!" Mufasa proclaimed.

The hyenas started laughing, which confused the king. "You lions aren't as smart as you think you are," Banzai said. "It's not just us, we were just the first strike!" Pretty soon, seven more hyenas appeared and stood before the great King. The wild hounds were all snickering as they bared their fangs at the lone lion. "How about these odds? Now how about you step aside so we can get what we came for!"

Mufasa replied by showing his fangs, widening his stance, and extending his claws into the dirt. "If you're going to attack then go ahead, but unless you get past me, you're going home with empty stomachs!" he stated.

Shenzi frowned before turning to her followers and snarling, "Rip…him…to…shreds!" The hyenas charged at the Lion King. One of them attacked his front but was slapped away by Mufasa's paw. Another came from the side, so the King quickly ducked, avoiding the attacker and making the hyena crash into one of his allies. One jumped at him but he was smacked down by Ahadi's 1st son. Two came at him and Mufasa stood up and swatted them aside with his claws. Banzai and Ed attempted to sneak up behind him; Banzai aimed for his left leg and was kicked away, but Ed managed to jump onto the King's back and bite into it. Mufasa roared in pain from the hyena's fangs sinking into his skin. Banzai got back up and attacked again; this time he went for Mufasa's right leg and got to it. The two Hyenas continued to sink their fangs into the massive lion's body as he tried to defend himself from the rest of the pack. The King then took out Banzai by grabbing his leg with his fangs and pulling him off before tossing him away. He then stood on his hind legs and fell backwards, landing on his back and crushing Ed in the process; Mufasa grunted as he got up and swatted the flattened Hyena aside. Shenzi then ran toward the King while snapping her strong jaws, so Ahadi's successor reacted quickly by using his right claw to slash her face. The female hyena winced in pain and growled as her cheek now had three bloody lines across it.

The Pride Lands' ruler slowly backed away as the hyenas crept closer to him; his back and right ankle had bite marks on them, but he stood his ground as though they didn't faze him at all. Shenzi raised an eyebrow at the persistent lion. "Why are you still resisting us?" she wanted to know. "Wouldn't it be easier for you to just let us be?!"

"I am the King and these lands are my domain! It's my duty to ensure that the rules of the Kingdom are obeyed and that no one brings harm to its inhabitants!" Mufasa replied.

"Isn't it the Lion Guard's job to protect the Pride Lands?" Banzai asked. "Doesn't seem like they're doing their job very well!"

"The Guard is on their way! And until they get here, I am more than ready to assist them by stopping you!" Mufasa declared.

"How long do you think you can keep this up?!" Shenzi questioned.

"Long enough!" the King answered.

Shenzi snarled before saying, "I don't think we wanna wait that long! We're starving and you stopped from feasting on the wildebeests, so it's only fair that you help find something else to chew on!"

"And what better meal to fill our bellies than a meal fit for a _King_?!" Banzai asked while Ed snickered.

"Kill him!" Shenzi ordered. The hyenas moved closer to the lion, who stood his ground, showing no fear. "Any last words?!"

Mufasa glared at her before he noticed something in the distance coming up from behind her. "Just a few… till the Pride Lands' end!" he exclaimed.

"LION GUARD DEFEND!" the Guard yelled back. The hyena turned to see the five protectors of Mufasa's kingdom coming toward them. Nguvu jumped and pounced on three hyenas while Kasi ran left and right, kicking hyenas away. Scar jumped toward Ed and another hyena before swatting them both aside. Shenzi and Banzai attempted to attack Mufasa, but Uja and Macho quickly stepped in front of their King and took defensive positions. The rest of the Guard eventually regrouped with their King. "Apologies brother," Scar spoke. "We would've been here sooner, but stopping a panicking herd isn't easy."

"Are you alright, Mufasa?" Uja asked the King.

"I'm fine Uja, just a few scratches," Mufasa assured. "And you're all right on time!"

"Yeah, now let's send these hounds back to where they belong!" Nguvu shouted.

"Totally, I've got better things to be doing than chasing around a bunch of dogs, like spending time with my daughter," Kasi agreed.

Mufasa then stepped forward and addressed their enemies. "This is your last chance, either leave now or fight!"

The hyenas bared their teeth as they growled at the lions, while they brought out their claws in case their foes still wanted to fight. None of the other lions noticed Shenzi focusing her eyes on the fiercest in the Pride Lands. Scar nodded his head and Shenzi nodded back. "Retreat, hyenas, retreat!" she yelled. All of her followers obeyed as they turned away from their adversaries and started to flee.

"Aw man, I was kinda hoping they would fight," Nguvu said with slight disappointment.

"Those morons made the right choice, but at least it saves us trouble." Kasi nodded.

"At least it's over now," Uja said.

"I wouldn't be too sure about that," Macho replied as he stretched out his paw. The others looked in his direction and saw what he was talking about: the 2nd son of Ahadi was running after the hyenas.

"Scar! What are you doing?! They're fleeing to their home!" Mufasa cried.

"Yeah! And it's our job to make sure that's where they're going!" Scar cried back as he kept chasing the hyenas. "Lion Guard, follow me!"

For a moment none of the lions made an attempt to move, but Macho then said, "Scar's our leader, we have to follow him!" before he started running after Mufasa's brother. Nguvu shrugged and said, "It is our job to make sure the hyenas stay out of the Pride Lands, and we can't let them go alone!" Kasi rolled her eyes and replied, "Whatever, let's just get this over with!" The two then raced after their comrades, leaving Mufasa and Uja behind. The bravest of the Pride Lands looked at his King with uncertainty about what to do. Mufasa gestured his head to the direction his comrades had left them, telling his best friend to go after them. The two lions raced after their comrades, and pretty soon, the King and all of the members of the Lion Guard were pursuing the hyena pack. The chase led them all the way to the border of the Pride Lands, where they could see the entrance to the other two lands; the Elephant Graveyard, where the Hyenas were from, and the Shadow Lands.

However, the Hyenas had run into the Shadow Lands, confusing their enemies. Scar quickly crossed over into the Shadow lands and resumed chasing after the Hyenas. "Scar, no!" Mufasa cried, but his brother ignored him. "Scar, get back here! This isn't our territory!" Scar looked back at his older brother and replied, "Yes, and it's not their territory either, so we need to make sure they go back to where they came from!" The rest of the Guard aside from Uja quickly followed after their leader. Uja looked to the King and said, "You should stay here, Mufasa; it's dangerous for a King to enter into these forbidden lands. Don't worry, my friend, we've got this handled." Uja then ran to catch up with his team, leaving the King behind. Mufasa let out a disapproving sigh before running after his fellow lions. As they ran through the desert wasteland, Mufasa's face expressed distaste and horror as he observed this forgotten place.

The place was greatly eroded, full of weak tree roots, smoke, and termite hills. The hyenas ran through the land and started sliding down a cliff with the lions in pursuit; they raced through the canyon and stopped at a large dam. "Everyone! Up the dam, now!" Shenzi ordered. The hyenas started climbing the dam just as the lions got to it. "They're getting away, after them!" Uja shouted. He and Nguvu immediately tried to climb after them. As the hyenas climbed, a few logs were sent tumbling down the dam; they almost struck Uja and Nguvu, but the two lions were pulled back down by Mufasa and Scar. "I know you're the bravest and the strongest but don't be the dumbest," Scar told his teammates. "It's too dangerous to go up the dam while they're still climbing it," Mufasa said. "Those logs will fall onto us!"

"Good luck trying to catch us now!" Banzai yelled. "All this running sure has made me hungry, what do you guys say we head back to the Pride Lands and grab some lunch?" All of the hyenas cheered.

"We can't let them get away!" Mufasa cried.

"But we can't climb after them; the dam is too unstable, even for me!" Kasi said.

"But if we wait for them to finish climbing, it'll take us too long to catch up to them," Macho stated. "We won't be able to stop them from entering the Pride Lands again!"

"Mufasa, we can't let them escape! What should we do?!" Uja asked the King. Before he could give an answer, Scar stepped toward the dam.

" _We_ don't do anything!" Scar replied. "The rest of you get back, I'll bring them down,"

"Oh yeah? What are you gonna do, roar at the dam?" Nguvu inquired sarcastically; his leader gave no answer but simply smirked. His eyes grew wide as he realized his plan. "You're going to roar at the dam?! Are you insane?!"

"We have to stop them somehow and this is the best way to do it," Scar said.

"Scar, no! The dam is too unstable to withstand that kind of force," Mufasa warned his brother. "We don't know what'll happen if you do it!"

"But we know what'll happen if we don't!" Scar argued. "The hyenas will escape and we'll be back at square one! Unless we do something to stop them!"

"If we're gonna do something, we'd better do it fast!" Macho urged. "They're almost at the top!"

"There has to be another way!" Mufasa said to his brother.

"There's no time to think of another way!" Scar dismissed the agreement. "Now stand aside, brother, or be blown away!" The King growled but had no choice; he stepped back with the other lions. Scar stood in front of the dam; the wind around him began to pick up as he prepared to use his gift from the Kings of the past. The fiercest in the Pride Lands let out a mighty roar straight at the dike; the logs on the wall began to shake violently with the hyenas still climbing them. Eventually, the logs began to collapse from the top of the dam, knocking the mutts off. As Scar continued to roar, the hyenas fell to the ground in front of the rest of the Guard and the King along with some of the logs from the dam. The leader of the Guard finally stopped roaring and turned to face his comrades. On the ground were all ten hyenas; four of them had their legs trapped under the fallen logs while the other six were pinned down by Mufasa and the Guard. "Told you my plan would work," Scar said.

"Nice work, boss!" Nguvu exclaimed.

Mufasa nudged him before saying, "That was still a reckless move, Scar. Something bad could've happened."

"Well, nothing bad happened, so there's no point in fussing over it, is there?" Scar argued. Suddenly, a few more logs fell off the dam, startling the Lions. They looked over at Scar, who simply shrugged. "So a few logs fell, no real problem." The dam then started squirting out water, some spraying the Lion Guard in the face. "Please, it's just a little water," Scar assured them. The dam suddenly burst open, letting out a large gush of water. "RUN!" Mufasa ordered. The King and the Lion Guard started running away from the water, leaving the hyenas behind, and the mutts were swept away by the waves. The lions continued to run, but the water was catching up to them fast. At the last second, Macho, Mufasa, and Uja managed to grab onto the side of the canyon as the water rushed by them; the lions held on tight, fighting against the river current with all their strength. They then climbed onto a ledge and looked around for their comrades.

"Kasi, Nguvu, and Scar are missing! I can't see them anywhere!" Uja cried.

"Macho, can you see them?!" Mufasa asked the Keenest of sight.

"Give me a sec," Macho replied. He scanned the gushing river and spotted a lion and a lioness struggling against the current. "I see Kasi and Nguvu! This way!" The three lions scaled the cliffside as they rushed toward their fellow lions. Inside the river, Kasi and Nguvu were trying to cling to a large boulder. Nguvu's superior strength allowed him to hold on without having to fight the current with all his might, but Kasi wasn't as strong as her mate, and eventually her claws slipped off the boulder, allowing the water to wash her away. "Kasi!" Nguvu shouted. The strongest lion released his grip on the boulder and swam after his loved one. Nguvu forcefully swam against the overbearing current and caught up to Kasi, grabbing onto her fur with his fangs. "Nguvu!" Kasi exclaimed. "Just hold on, I've got you!" Nguvu assured her as he pulled a coughing Kasi to the canyon. "Thanks, Nguvu," Kasi said. "No problem, honey," Nguvu responded.

"Hey, you guys alright?" Mufasa asked the couple as the three regrouped with them.

"We're fine, but Scar's still missing and the river's still flowing strong!" Kasi answered.

"Macho, do you see him yet?!" Uja questioned.

Macho searched the water before answering. "I don't see our leader yet, but I do see something important." He pointed his paw toward the wave, and the King and the Guard saw what he was looking at: the ten Hyenas they were chasing were drifting in the river, trying escape the current. "It's the hyenas; they're stuck in the river."

"Doesn't look like they're having much luck in there," Kasi noted.

"What does it matter?! They're the ones who decided to climb the dam, this is what they get as a result!" Nguvu said.

"We can't just leave them like this!" Macho argued.

"They're our enemies! They're always making things hard for us by sneaking into the Pride Lands and breaking our laws!" Nguvu reminded them. "Why should we help them at all?!"

Mufasa and Uja said nothing as they watched the hounds helplessly attempt to paddle against the raging wave while trying to keep their heads from going under. Uja closed his eyes, reopened them, and jumped down the side of the gorge. The bravest lion slid toward the closest hyena and grabbed its ear; he then pulled the hyena to safety as his comrades appeared beside him. "Uja, what are you doing?!" Nguvu questioned. Uja put the hyena down before answering, "What we should be doing: helping these hyenas!"

"Have you lost your mind for that courage?!" Nguvu yelled. "These mutts are out enemies! They're the reason this happened in the first place!"

"That doesn't mean we should leave them here to drown!" Uja argued. "They're animals like us, and if we can help them, we should!" He was about to go after another hyena but Mufasa quickly stopped him.

"Uja is right, even if they are our enemies, we should show them mercy. However, the river is getting stronger and we can't all spend our time here," Mufasa said. "We have to fix the dam! Uja, Kasi, run back to the Pride Lands and gather as many elephants, rhinos, and hippos as you can! Have them collect as many logs, mud, and rocks as possible so that we can seal the dam! Macho, Nguvu, you're with me! We're going to rescue the hyenas while we search for Scar! Now let's go, till the Pride Lands' end…!"

"LION GUARD DEFEND!" the Guard replied.

Kasi and Uja quickly left the canyon while the other three lions ran across the cliffside looking for Scar or more hyenas to rescue. Macho spotted two hyenas drifting on a log; Nguvu stomped on the log, launching the hyenas into the air and onto the canyon wall. Mufasa saw one hyena trying to grasp onto a rock; he quickly grabbed it and pulled it out. Macho keen's eyesight located another hyena and he used his claws to pull it to a nearby ledge. Mufasa and Nguvu managed to rescue two more hyenas, which left only three: Shenzi, Banzai, and Ed. The three hyenas were aimlessly floating through the river as they struggled to escape the tide. Mufasa and Nguvu quickly ran ahead of their enemies; Mufasa grabbed a drifting log with his teeth and held it toward his comrade. Nguvu grabbed the other end of the log and the two lions held it out for the Hyenas. "Grab on, quick!" the King instructed them. Shenzi, Banzai, and Ed quickly clung to the log and climbed onto it, using it as a bridge as they ran across it and stepped on Nguvu's head, messing up his mane, before getting on the canyon side. "Watch it, you dumb mutts!" The hyenas ran away as the lions tossed the log aside and Nguvu fixed his hair. "Shouldn't we be worried that they'll attack the Pride Lands again?" he inquired.

"Don't worry, after all of this, I doubt they'll still try anything," Mufasa assured him. "But if you're worried, head back to the Pride Lands and ask my major domo to keep an eye out for the hyenas so that you can deal with them! Macho and I will continue to search for Scar!"

"Are you sure?" Nguvu asked.

"Go, we can handle it!" Mufasa told him. Nguvu nodded and climbed up the canyon to leave as Mufasa continued to search for his brother. "SCAR! WHERE ARE YOU?!" he cried out. Just then, Macho appeared and said, "Mufasa, I just saw Kasi and Uja coming back with a lot of animals! They're going to start repairing the dam soon!" "That's good news, which means the water will stop flowing!" Mufasa said. "Any sign of Scar?!" Macho looked out into the distance; he spotted a black-maned lion desperately trying to cling onto the canyon side. Suddenly, a log smashed into his face, knocking him out and back into the open river where he continued to drift. "I see him, but he's not moving! We need to hurry!" Macho said. The King and the keenest of sight ran alongside the river toward their fallen comrade. Scar drifted through the river before crashing into a boulder and began sinking into the water. "BROTHER!" Mufasa cried. The King jumped into the river. Ahadi's eldest son swam through the stream until he spotted his drowning younger brother. Mufasa hurried toward Scar, grabbed him by the skin of his back, and pulled him to the surface. He tried to swim the two of them to dry land, but the waves were too rough and the many logs that drifted in the water were knocking him away from the shore.

On top of the ravine, Macho was running, trying to catch up to the royal lions while keeping an eye on them with his keen vision. He then looked ahead to see where the brothers were headed; his eyes widened when he saw the water was dragging the two lions toward a large waterfall. "Oh, no," he muttered. At that moment, Uja appeared a few feet behind him and yelled, "Macho, the animals have started repairing the dam! Kasi stayed to supervise them! Where are Mufasa and Scar?"

"We've got a serious problem!" Macho answered. "Mufasa and Scar are stuck in the river! Scar's unconscious and the current is too strong for the King to escape by swimming, and to make matters worse, they're both headed for an enormous waterfall!"

"Come on, we gotta catch up to them fast!" Uja said, and the two lions raced after their comrades as fast as they could go. In the river, Mufasa managed to place his younger brother on his back and grab onto a drifting log. The two bashed against many sharp rocks as they floated closer to the waterfall. The brothers' log was shattered and the two sank under water; Mufasa paddled to the surface again and clung onto a nearby rock. The water continued to smash against the King and his claws were slowly slipping off. "MUFASA!" Uja called out to his friend as he and Macho were getting closer to them. "Hang on, we'll be right there!"

"I can't hold on much longer!" Mufasa said. "Here, take Scar and get him to safety!" The King grabbed Scar with his fangs and tossed him toward his fellow lions; the two grabbed their fallen leader. "Macho, take Scar! I'm going to help Mufasa!" Uja said as he released Scar and started scaling down the gorge; Macho placed Scar on his back and went after him. "Uja, no! This bottom part of the canyon is too steep and slippery, you might fall in too!" he warned his comrade. "I don't care! I've got to save my friend!" Uja responded. He slowly climbed down the gorge until he was close enough to stretch out his left paw to the King. "Mufasa, take my paw!" he instructed the King. Mufasa stretched out his right paw to grab his friend's. Just as they were about to reach each other, Mufasa's left paw slipped off the rock and he was washed away again. Uja quickly climbed back up and chased after his best friend. Mufasa got onto another huge log and was struggling to balance on it when he noticed where he was headed; he scanned the area for an escape route and eventually, he could only find one. If he was lucky, it just might work.

King Mufasa positioned himself on the log and brought out his claws as he prepared to jump. Uja watched as his friend resorted to desperate measures while still pursuing him. "Mufasa, what are you doing?!" he called. The King didn't answer him as his log was now right at the waterfall; the log had reached the end of the river and Mufasa immediately jumped off his log as it fell down the waterfall. Uja rushed to the waterfall to check on his friend, and he was surprised and relieved to see that the King was alright and that he had managed to cling onto the rocky side of the waterfall. "Mufasa, are you alright?!" he asked his friend.

"Yes Uja, I'm fine! The Kings of the past are on my side today," Mufasa replied. "However, I'm afraid that this wall is too smooth from the water for me to climb, and I can't hold on forever. I'm gonna need some help!"

"Right, just hang on… sorry, bad choice of words!" Uja said. He looked around for a way to save his king. _"He's too far down for me to reach from up here. And I won't get to him fast enough if I take the safe way down the waterfall,"_ he thought. Uja then spotted a large tree located just beside the waterfall, and one of its branches was positioned just under the Lion King. _"If I can get to that branch, I can catch Mufasa!"_ Uja took a step back and widened his stance; he prepared to jump but his body only moved slightly before stopping completely. _"Gah! Easier said then done! My body's shaking like crazy!"_ True to his thoughts, Uja's entire body was quivering; he gritted his teeth as tried to move but remained frozen. _"Come on! I've got to save my friend! Why can't I do it?! What's wrong with me?!"_ As if to answer his question, his mind recalled the time he was in a tree and fell from it. Although he was rescued by the previous Lion Guard, the fear from that experience was still deep inside him, and now, that fear began to surface, taking complete control of him. _"Darn it! I thought I was over what happened to me in the past, but I'm still afraid!"_

"Uja, what are you doing?!" Macho called from afar.

"Uja, what's the matter?!" Mufasa asked.

" _Come on! I'm a member of the Lion Guard! I've defeated many Outlanders with the others; I face dangerous things like this all the time! I'm supposed to be the bravest in the Pride Lands, so I can't be scared of something like this!"_ Uja thought as he moved closer to the edge of the waterfall; he looked down and his body backed away as he closed his eyes in fear of the great height. _"No, I can't do it! I'm too afraid! I've failed! I'm such a coward!"_ He then opened his eyes as he remembered what his predecessor told him days after he was rescued from the tree fall.

 _Flashback – Little Uja was sitting by the watering hole, feeling ashamed of how he was afraid to climb trees again after the incident. He sighed deeply as he stared at his reflection in sadness; the current bravest of the Pride Lands slowly approached him and sat beside him. "Is something troubling you, young cub?" he inquired. "What is it?"_

" _I'm… such a coward," Uja answered. "Ever since you and the Guard saved my life, I've been too afraid to climb high trees again. I don't like feeling this way; I don't want to be scared of anything! I wish I was brave… like you!" Tears started to form in Uja's eyes and he began to sob._

 _The brave lion looked down at Uja and asked, "But how can you be brave if you're not afraid of anything?" Uja stopped crying for a moment and looked up at the older lion. "If you wish to be brave, you must know what you're afraid of and face your fear. Having courage isn't the same as fearing nothing, it's because you're afraid of something that you find the courage overcome it. Bravery and fear go together and balance each other." He then placed his paw on top of the cub's head to comfort him. "I may be the bravest lion in the Pride Lands, but there are some things that even I fear. Courage comes from deep inside when you realize you are afraid, but that fear cannot stop you. There's always a time for bravery. It's okay to be afraid, little one, because that is where your true courage comes from." The brave lion petted Uja's head and turned to leave. "The next time you're afraid, Uja, ask yourself this… what scares you more? What will happen if you do it or what will happen if you don't? That is when you'll know if it is time to be brave."_

 _Uja gazed at the brave lion as he walked off. He then turned toward a high tree and slowly went to it. As he examined the tree's height, his face was filled with determination as he brought out his claws. He clung onto the tree and climbed to the top branch; he then cheered at his accomplishment. Flashback ends_

Uja opened his eyes and looked down at the rushing water and the King hanging for his life; he took a couple of steps back, inhaled, and exhaled deeply. "I am afraid to jump… but I'm more afraid of what'll happen to my friend if I don't!" he declared as he positioned himself. "I have to be brave if I want to help Mufasa, and I do! I can't let fear stop me!" Uja started running toward the edge of the waterfall, and with a mighty yell, he jumped off the fall, high into the air, and landed on the tree branch. It shook a bit when he landed but stopped quickly, allowing him to walk to the end of the branch that was close to the waterfall. "I can't hold on any longer!" Mufasa cried as his claws finally gave in. His grasp on the cliffside was released and he started plummeting. He abruptly felt a sharp pain in his skin and looked behind him; he was surprised to see Uja using his fangs to hold him by the skin while standing on a tree branch. "Uja?!"

"Just hang tight, I've got you!" Uja muffled. He slowly pulled the King onto the branch before releasing him and taking deep breaths. "Are you alright, Mufasa?" he inquired.

"Yeah, I'm fine," Mufasa answered before asking, "You jumped onto this high branch to catch me? Weren't you afraid?"

Uja nodded. "I was afraid, but fear's not gonna control me! After all, I am the bravest in the Pride Lands!" Mufasa smiled at his friend and the two began to make their way back onto the gorge beside the waterfall. When they got there, they were greeted by the rest of the Lion Guard. "Hey guys, what kept you?" Uja asked.

"Are you guys ok?!" Kasi questioned.

"We're fine," Mufasa answered. "How are things with the dam?"

"We've repaired the damage Scar's roar did to it, and now the water has stopped flowing as a result," Kasi reported.

"And what about the hyenas?" Mufasa asked.

"After we rescued them, they took off. I've scanned the Pride Lands as much as I could, but there wasn't any sign of them," Nguvu revealed. "They might have gone back home."

"So it seems," Mufasa muttered.

"By the way, Uja, Macho told us what you did. That was amazing!" Nguvu said.

"I saw the whole thing, it was the bravest thing I've ever seen!" Macho exclaimed. "Yet you did so fearlessly!"

"You're wrong, I was afraid to do it," Uja corrected, which confused his comrades. "But I was more afraid of losing my best friend, and I refused to let that happen out of fear!"

"Thank you, Uja," Mufasa said. He then looked at his brother, who was now on Nguvu's back. "How's Scar doing?"

"He's still unconscious, but he should be fine after some rest," Kasi said.

"Good," the King sighed. "Alright everyone, it's been quite a day! Good work to all of you, but now it's time to head home!"

"Yes sir!" the other lions complied. The five lions then began to trek out of the Shadow Lands and back into the Pride Lands. As soon as they crossed the border, they were greeted by many animals cheering for them. Elephants were trumpeting, monkeys were howling, birds were chirping, zebras were making whatever sound they made. Gazelles, rhinos, hippos, cheetahs, okapis, wildebeests, they were all going wild as the defenders of their home were walking by. The animals then cleared a path, allowing Rafiki to pass and approach the Guard. "Excellent work, Lion Guard! That broken dam could've lead to a serious flood if you hadn't stopped it!" the King's advisor said. "And thank you as well, King Mufasa; your assistance to the Guard has helped protect the Pride Lands very well." The King nodded to his friend and gestured toward his fallen brother on Nguvu's back. Rafiki walked over to the Guard's leader and lifted his head with his staff. After inspecting him, the old Baboon said, "He'll been fine, he should wake up in a few minutes. Now come, Mufasa, there's someone who wants to see you."

The King nodded before turning to the Guard. "Take Scar to the lair to rest," he instructed before following his advisor. Rafiki led Mufasa to the edge of Pride Rock. When he stood at the edge, a bright light shined down from the clouds. Mufasa looked up and saw an image of an older lion in the sky, smiling down at him. "Hello, my son," the lion spoke. "Father," Mufasa said before bowing.

Ahadi smiled at his firstborn. "There's no need to bow to me, Mufasa, you are the king now," he told him, and his son rose up. "It's been a long time since we've spoken, hasn't it?"

"It has, I've missed you father," Mufasa replied. "It's good to see you again."

Ahadi nodded. "I've been watching you, my son. I've seen what you've done for this Kingdom: how you've led it wisely, protecting it with the Lion Guard. You have proven to be an even better King than me," he praised.

"I could never have been the King I am today without your guidance, father," Mufasa admitted.

"I'm so proud of you, my son. You have proven that my choice to make you King wasn't a mistake, it was fate!" Ahadi declared. "Thank you for protecting our home."

"It wasn't just me, father; Scar and his Guard have done their part as well," Mufasa corrected. "They've all shown the best of their talents, especially Uja. And the other animals have helped out every now and then. We all do what we can to keep the Circle of Life in balance."

"You're as humble as ever, my son, and you've grown to be an excellent leader," Ahadi laughed. "Goodbye for now. Always remember that we are part of each other, and give my regards to Taka." The apparition faded away as a small breeze blew through Mufasa's mane.

"Goodbye, father," Mufasa bid. He then turned around and walked into the den; he was surprised to see his younger brother was standing in the dark with a stern look on his face. "Ah Scar, you're awake," Mufasa greeted his brother while approaching him. "I'm happy to see that you're alright, how are you?"

Instead of answering his question, Scar asked, "Who were you talking to, brother?"

"Father, he was congratulating me today on my leadership skills," Mufasa answered.

"I see, so father was praising _you_ for doing _my_ job?" Scar said accusingly.

"It's not like that," Mufasa assured him. "You were incapacitated and I just decided to take over."

"This isn't the first time you've taken over my duties as leader of the Lion Guard!" Scar shouted. "You've always been hanging around us, overshadowing me with your position as King! Giving orders to my team, taking my glory, my spotlight! Just like you took my chance to be King, and father's attention from me!"

Mufasa sighed before replying, "Brother, I assure you, I'm not trying to take anything from you. You were incapacitated and I just took action. I'm not trying to get in your way, just help."

"Then do that by staying out of my way and let's do _our_ jobs _our_ way!" Scar growled.

The brothers then heard someone shout, "Hey!" and turned around. Standing behind Scar was Uja with an angry look on his face. He walked over to the sons of Ahadi and stood beside his best friend. "Show some respect to your older brother and King!" he said to Scar. "And it's not his fault you're not getting the recognition you desire!"

"Please, like I'm gonna listen to the words of a coward!" Scar replied.

"At least I know my faults!" Uja argued. "You keep saying that Mufasa is the reason no one acknowledges your ability to lead, but the truth is, it's your own judgment that makes people question your ability as a leader! You show no respect to the inhabitants of this Kingdom; you disregard them as lesser animals! You're unwilling to take anyone's advice, especially your own brother's, despite the fact that you truly need it! You've done nothing but let the people of this Kingdom down, while Mufasa has to fix your messes and pick up your slack as King!"

"How dare you! I am your leader; you're supposed to stand by me, not against me!" Scar shouted.

"What do you know about being a leader?!" Uja questioned. "What does being a leader actually mean to you?! Getting your way all the time or doing what's best for your followers?!"

"He's right, Scar!" Macho called from behind him. The rest of the Lion Guard came from behind Scar and stood beside their King. "This isn't the first time you've screwed up and blamed Mufasa."

"Your mistakes have lead to disasters that always makes things worse!" Kasi added. "And today, we almost lost our King because of your error in judgment!"

"Mufasa has always tried to support you and help you be a better leader, but you ignore him and return his love with spite!" Nguvu stated.

"If you would just let go of this pride you have and listen to your brother for once, you wouldn't be seen as such a failure by your own father!" Uja said.

Scar was taken back by their statements; he looked at every one of his comrades' eyes and saw their stubbornness toward him. "So this is how it is?" he asked. "My own team chooses to side with my brother than with me? Do my position as leader and my gift from the Kings of the past mean nothing to you anymore?!" No one answered him. "Very well then, maybe Mufasa should be leader of the Guard, since he's already got my father's approval and my teams' support! All he needs is to steal my gift and leave me to die!" The depressed lion turned away from his comrades and left the den.

Mufasa sighed and said, "Thanks for taking my side, guys."

"No problem," Uja replied. He then looked to where Scar left and asked, "What are you going to do about him?"

"I don't know, I honestly don't know," the King said.

Outside the den, Ahadi's second son was walking down Pride Rock in anger while thinking, _"So, my brother thinks he can take everything from me? Well, I'll show him that despite his wisdom and power, I am the most fearsome lion there is, and then, I will take everything from him… and no one's going to stop me, not even the Lion Guard!"_

 **A/N: Done! Now that's how I view why Scar turned to the dark side despite being the Pride Lands' protector! Now it's time to move on to the second and hopefully final part of the backstory, where we'll see how exactly Scar destroyed his own Guard. I'll get to that pretty soon, but it may take some time since I have to share a computer with my family. Hope you all enjoyed this chapter; the story's only going to get more interesting from here, I promise you that! Send your reviews; I love to read them! Until next time TTFN AntiHero out!**


	4. Chapter 4

**A/N: Till the Pride Lands end, Lion Guard defend! AntiHero here and I'm finally back! I just needed to figure out some things. Now here is where we see how Scar destroyed his own Guard. Of course, we all know that he used the Roar of the Elders to do it (common knowledge, really), but I believe that there had to have been more to it than that. Not to mention what the dark lion faced after the loss of his team, power, and status. And I'm here to put it all in this chapter! But remember, these are mostly theories and they're not confirmed. Doesn't mean they won't be good, though! So enjoy this chapter and let me know what you think!**

 **Disclaimer – I own nothing**

 **Chapter 4 -** **The Fall of the Guard, Part 2**

In the Pride Lands, the Lion Guard and their King had just returned from chasing some Outlanders back to their home. All of the Lions showed pride in how they performed the task, except Prince Scar.

"Ha, did you see the way I pounced on that Hyena?" Nguvu asked excitedly. "It was awesome, right?!"

"Yeah, yeah, awesome, like you said," Uja agreed.

"What about when I zipped around those dogs?" Kasi brought up. "They were chasing their tails trying to keep up with me!"

"What about me? I managed to see the whole thing and used my excellent eyesight to spot where they were hiding!" Macho stated.

"Guys, we all did great today," Uja said. "But what matters is that we were able to keep the Pride Lands safe."

Mufasa nodded. "That's right. We each showed the best of our abilities and did an excellent job in defending our home and our way of life. Isn't that right, brother?" The King turned to the Guard leader, who didn't answer. Instead, Scar turned away and started walking off in grief. His team and brother watched the fiercest in the Pride Lands leave with looks of concern. "He's still upset, isn't he?" the King sighed.

"It's been 5 days since we told him off," Macho said. "He's given us nothing but uncomfortable silence and cold looks."

"It was hard enough for us to act as a team before, but now it's like he's not even our leader anymore," Kasi remarked.

"He keeps getting farther and farther away from us. I'm not sure what to do now," Mufasa confessed. "I want us to be as close as brothers should be."

"Then don't let him go," Uja advised. "Keep reaching out to him, and show him love and compassion before he goes too far into the darkness."

Ahadi's 1st son smiled at his best friend. "Thank you, Uja," he said gratefully. "Come on, Lion Guard, let's go home." The five lions ventured to Pride Rock; they climbed the large structure and entered into the den. They were greeted by the queen and the other lionesses that were chowing down on slabs of meat from their hunt. Sarabi noticed her spouse enter the cave and smiled as she approached him.

"Welcome back, Mufasa, how are you?" she greeted him while nuzzling him.

Mufasa returned the embrace and replied, "I'm alright, my dear."

"That's good to hear," the Queen commented. "You all must be very hungry from fending off Outlanders. It's time to fill those stomachs and rest your bodies."

"I agree. Lion Guard, let's eat!" Mufasa said. The Pride Lands' defenders gathered around the grub and started munching on it alongside their fellow lions. Uja sat beside his mate Sarafina as he ate while Nguvu and Kasi were with their daughter Zira. As the Pride Landers enjoyed their supper, the King noticed that his younger brother was not among them at all. "Sarabi, do you know where my brother is?" he asked his queen.

"Scar came in here moments before the rest of you, looking quite perturbed," Sarabi answered. "He grabbed his portion of meat and left without saying a word."

Mufasa nodded. "He's most likely going to that ledge he tends to go to when he wants to be alone," he figured. **(A/N: I'm referring to the place where Scar and Simba were first seen together in the first movie.)**

"Would you like us to go and fetch him, sire?" a lioness inquired, but the King shook his head.

"I'm sure he'll come back when he's ready. Let's just give him his space for now," Mufasa decided, and on that note, the lions continued to feast on their meal.

* * *

Meanwhile, the fiercest in the Pride Lands roamed his brother's kingdom carrying his food in his jaws. He grumpily wandered the land until he reached the border and crossed it to enter into the Elephant Graveyard. He passed through the numerous rotting corpses and fiery geysers until he arrived at the den of the hyenas. The prince of the kingdom eventually found his troublesome tramp trio; Banzai and Ed were fighting over a large bone while Shenzi watched disapprovingly. "C'mon, Ed! Let it go already!" Banzai growled as he tugged harder on the bone. Ed merely chuckled as he pulled even harder. Shenzi shook her head before she looked up and spotted the 2nd son of Ahadi on top of a ledge.

"Hey look, our old pal Scar's here!" she announced, getting her friends' attention.

"Hey, buddy! Good to see ya!" Banzai greeted the lion; as a result, he let go of his end of the bone, allowing Ed to claim victory over it. "Hey, that's not fair, Ed!" he complained, but Ed just snickered before chopping on the bone. Banzai growled and prepared to pounce on him but was stopped by Shenzi stomping on his tail.

"If you fools are done, I've got something for you," Scar muttered. He slapped the meat he brought off the ledge and toward the hyenas. Shenzi, Banzai, and Ed started drooling over the food before pouncing at it and devouring it at a fast rate. Scar watched grumpily as his allies chowed down on the meat.

"Hey, Scar!" Banzai called to him. "I've always wondered how you can stand it. I mean, you've got everything: a great home, plenty of food, and respect from both this land and the Pride Lands. But even with all that, you're still Ahadi's 2nd son and Mufasa's little brother. They'll always be higher than you and you'll never get to know what it's like to be praised, to have real power, to be king even though you have that roar; you'll just be a prince. How can you just live with all of that?" Banzai stopped talking to swallow the meat in his mouth, while his fellow hyenas continued to eat; none of them seemed unaware of Scar's anger growing steadily. "I'm kinda of jealous of you. You have so much, but life always seems to remind you that your brother will always have more, and you just deal with it like it means nothing. If I were you, I'd be seething with so much anger that I'd just—"

"ROOAAAARRR!" the Guard leader let out a ferocious roar that hit the hyenas and blasted them into the wall. The hyenas stared at their friend in bewilderment as he growled and turned to exit the graveyard.

"Was it something I said?" Banzai asked.

* * *

Scar continued to walk in anger until he was back in the Pride Lands. He made it to the watering hole before he started drinking the water; when he finished, he stared at his reflection with disappointment. The words of his own team rang through his head. _"_ _You've done nothing but let the people of this Kingdom down, while Mufasa has to fix your messes and pick up your slack as King! What does being a leader actually mean to you?! Getting your way all the time or doing what's best for your followers?! Your mistakes have led to disasters that always make things worse! If you would just let go of this pride you have and listen to your brother for once, you wouldn't be seen as such a failure by your own father!"_ Scar looked at his reflection and slashed at the water with his paw, distorting it.

" _So that's it? You're just gonna get angry and give up?"_ a voice spoke. Scar looked around but didn't see anyone. He then looked back at the water and saw his reflection looking back at him. _"Are you really just gonna accept all of this? You're supposed to be the fiercest in the Pride Lands!"_

"It doesn't matter what I am, I'll always be second best to my big brother," Scar said.

" _The only reason you're second best is because you've done nothing to prove that you're better than Mufasa,"_ the reflection replied.

"How can I possibly be any better than him?!" Scar inquired. "He's bigger, stronger, and wiser than me! Everyone, even my own Guard, respects him as the true successor of King Ahadi. How can I surpass all that he is?!"

" _You're right. Mufasa has lived up to be your father's successor, and he is stronger and wiser than you,"_ the reflection agreed. _"But you have something he doesn't."_

"And what would that be?" Scar questioned.

" _The Roar of the Elders!"_ Mirror Scar answered. The prince listened attentively as his inner self continued to speak. _"You may not be Mufasa, but you have always been a strong, capable leader. Your craftiness has never been discovered since you formed your own Guard. You were gifted with the Roar of the Elders, a power that the Kings of the past saw fit to grant you rather than your brother, who is the King."_ Scar's widened in realization. _"You and Mufasa are both the sons of Ahadi, but what right does Mufasa have to be leading your team? Father said the future of the Pride Lands depended on both of you, not just him! If he wishes to steal your power, then it's only fair that we take his in return!"_

Scar's face suddenly changed into a devilish grin. "Yes, if I want to amount to anything, I must take the throne from my brother! I was the one who was blessed by the Kings of the past, so it's only appropriate that I take my place as the true king! Now I understand why I was granted this power; it was to use it to claim what is rightfully mine!" And with that, the leader of the Lion Guard laughed maniacally as he headed back to Pride Rock.

* * *

As night fell, Mufasa stood outside the den on Pride Rock as his fellow lions were going in; all the lions had entered into the cave when Scar climbed up the rock. Mufasa spotted his younger brother and quickly approached him. "Scar, are you alright?" the King inquired.

"I am fine, brother," Scar replied.

"Scar, I wish to talk to you," Mufasa said. "I know it seemed like we were against you after the incident at the dam, but we were just looking out for you. We meant no disrespect; we just wanted to help you see that you could do better as a leader. Please accept my apology if you feel that I overstepped or offended you." The King bowed his head in humility to his brother, and then the remaining four members of the Lion Guard stood by their ruler and bowed their heads as well.

"We also apologize for the way we spoke to you days ago," Uja added. "You were right; you're our leader and that should be respected, even when you make mistakes. We'll try to be more supportive in the future."

"Thank you, brother, Lion Guard, and I am sorry for how things seemed between us," Scar responded. "But that is in the past now, so let us put it behind us and look to the future."

"Yes, brother, let us move forward," Mufasa agreed. The Lion Guard nodded in agreement; the lions in the Pride then entered the den except for Scar, who walked over to a large rock outside the cave. **(A/N: I'm referring to the place where Kovu stayed before Simba allowed him to enter their den in Pride Rock.)** He lay down on his stomach and closed his eyes as if to sleep.

Pretty soon, the sky had darkened and the lions were soundly asleep. The 2nd son of Ahadi opened his eyes to see if anyone was awake. He quietly stood up, crept toward the edge of the Pride Rock, and began to climb down. However, the prince was unaware that the bravest lion awoke and spotted him leaving their home. Uja quickly got up and went over to the edge of Pride Rock; he watched as his leader walked into the lair of the Lion Guard. Inside the lair, Scar walked over to the painting of the Lion Guard. His eyes scanned the wall until he spotted the painting with the Pride Lands' strongest, fastest, bravest, and keenest of sight standing right with their leader, the fiercest, and above him were the Kings of the past. Scar placed his paw on the painting of the past Kings and closed his eyes. _"The Kings of the past have granted me this power; now it's time for me to use it to the fullest extent. And I will take my place beside them in this lifetime!"_ he thought as he removed his paw. _"But even I can't do it alone."_ He opened his eyes and turned to leave the cave; he stepped outside and walked toward the fields.

Uja watched as Mufasa's brother ventured into the Pride Lands. _"Where's he going at this time of night? What could he be up to?"_ he wondered. Uja then went back into the den and began waking up the rest of the Guard. "Hey Kasi, Macho, Nguvu, wake up," he whispered while tapping his teammates. The other Guard members stirred in their sleep as they opened their eyes.

"Uja? What's going on?" Macho inquired.

"Yeah, why'd you wake us up?" a grumpy Nguvu asked.

"I'm sorry but Scar just left Pride Rock," Uja explained. "He just went into the lair, then left again into the Pride Lands."

"Are you sure?" Kasi questioned. "Why would he just take off at this time?"

"Maybe he's out on a patrol," Nguvu suggested.

"Without us? I don't think so," Uja said.

"We are his team, he shouldn't be patrolling without us," Kasi agreed.

"So what could he be doing?" Macho pondered.

"I don't know, but I think we should follow him and see," Uja decided. "I'm going after him, are you guys coming?" The other three lions nodded and the Guard walked to the edge of Pride Rock. "I don't see him anymore. Macho, try to find him!" Uja instructed.

"Sure thing!" Macho complied. He looked out into the Pride Lands with his keen eyesight; it wasn't long before he spotted their fearsome leader headed toward the wasteland home of their mortal enemies. "He's definitely not on patrol; he's going to the Elephant Graveyard."

"Why would he be going there?" Kasi wondered.

"Who knows, maybe we should tell the King about this," Nguvu said.

"No, Mufasa needs his rest so that he has the strength to be the King," Uja said. "If we wanna know what Scar's doing, then we're just going to have to find out! Macho, lead the way!"

"Affirmative! Follow me!" Macho exclaimed. The defenders of the Pride Lands climbed down their home and walked across the grassy ground; they followed their leader across their kingdom's border and into the Hyena's territory. They quietly walked through the field of bones until they walked into the geyser fields. The four looked around, trying to spot out their leader or any Hyenas. "I don't see Scar anymore, but I was sure he came in through here."

"Keep looking, he has to be around here somewhere," Uja said.

"Maybe we should split up, we'd be able to find him faster," Nguvu suggested.

"No! This is enemy territory! Just like we have the right to kill them when they cross over to our land, they can kill us for trespassing!" Uja warned. "The last thing we should do is separate and weaken our forces. It's better if we stick together." The Guard continued to look around before they stopped and started to smell something. "Oh no." Suddenly, multiple hyenas came out from the shadows, snickering as they slowly approached the Lion Guard.

"Well, well, look what the cats dragged in, themselves!" Shenzi joked.

"And just in time for dinner!" Banzai added. Ed chuckled and the hyenas crept closer to their enemies. The Lion Guard slowly backed away from the hungry predators.

"This is bad. What are we supposed to do without our leader?" Macho asked.

"We fight, obviously!" Kasi answered.

"Yeah, we've taken on these mutts before; won't even break a sweat!" Nguvu agreed. "So what's the plan?"

"Stick together, watch each other's backs, and don't hold back!" Uja instructed. The Lion Guard bared their fangs and brought out their claws. The hyenas readied themselves to jump at their prey when someone shouted, "STOP!" The lions and hyenas looked up and saw the source of the call. The leader of the Lion Guard revealed himself by standing above their heads on a ledge. The black-maned lion jumped down and reached floor level. "My friends, do not attack my Guard. I wish to speak with them in private," Scar said. "Please just wait for me to give the signal before we execute my plan."

"Sure thing, buddy, we're ready when you are!" Banzai replied.

The hyenas then turned and walked away chuckling, leaving Scar and his Guard alone. Scar sighed before speaking to his comrades. "I'm sorry about that; you all must be surprised to see me here."

"Surprised doesn't begin to describe it," Uja said. "What are you doing here, Scar? And why were the hyenas acting like you're friends with them?"

"It's simple, I was here to ask my hyena friends something," Scar answered.

"I think your mane might be on too tight, 'cause the _hyenas_ are our _enemies_! No lion has ever been friends with one; we're just too different and our ideals are opposites!" Nguvu argued.

"Well, I guess 'friends' is putting it nicely," Scar admitted. "They're more like followers to me, but in short, they do what I ask and in return they get a reward."

"You didn't answer Uja's question, Scar, what exactly are you doing here?" Kasi asked.

"I'll tell you, but first, have any of you ever wanted more out of life?" Scar asked the Guard in return.

"What do you mean by that?" Macho inquired.

"Are you all truly satisfied with what you've got? Are you ok with living the rest of your lives as they are now? Is there nothing more you want?" Scar asked them again. The four lions looked at each other but not one of them answered their leader's question. "We are the lions, not just the best among the inhabitants of our kingdom, but also the best among our pride. Yet fate has made us nothing more than glorified bodyguards of this great land, but who says that's what we have to be? We can be so much more, we can get so much more, and all we have to do is take it!"

"Where exactly are you going with this?" Uja wanted to know.

"It's time for my brother's time as King to end, and for us to claim rule over the Pride Lands!" Scar finally revealed.

"WHAT?!" the Lion Guard cried in disbelief.

"You want us to rule the Pride Lands?!" Macho demanded.

"The Pride Lands already has an excellent ruler; your older brother is the King and we are meant to serve him!" Uja protested.

"But we can change that!" Scar said. "We can take over Pride Rock and conquer the Pride Lands, and no one would be able to oppose us!"

"Scar, what you're saying is insane! We can't just take over Mufasa's kingdom, it could disrupt the Circle of Life!" Kasi argued.

"Besides, your brother is a great lion, even I might not be capable of taking him down!" Nguvu said. "None of us are a match for him, and I doubt he'd willingly step down, so there's no way for us to conquer his kingdom!"

"There is one way; if I use the Roar of the Elders, I'll be able to dethrone my brother and take his place as King!" Scar declared.

"WHAT?!" the Guard cried again.

"You wanna use the Roar to defeat Mufasa?! That power is meant to protect the Pride Lands from harm, you can't use it against its King!" Uja argued.

"This power that I have is more than just a simple battle cry," Scar stated. "It can change the weather and cause natural disasters; the possibilities are endless! Such a power should have a much greater purpose! Why use it to serve the King when I can use it to become one and ensure my kingship is unquestioned with this power. The Kings of the past gave me this power; it should be used to make me one of them!"

"You do realize that even if you do take out Mufasa, not everyone will just follow you as King," Kasi said. "The other lionesses would still oppose you as long as their Queen does."

"That's why I recruited the hyenas," Scar replied. "If those mutts are good for anything, it's being relentless in their ways. With them as my army and the Lion Guard at my side, the lionesses with fall, and with the Roar, my brother will be knocked off his throne in one fell swoop!" Kasi, Macho, Nguvu, and Uja looked a bit uneasy from their leader's ambition. "This is our chance to show the Pride Lands what the Lion Guard is truly capable of! We can have it all: the power, the food, the respect. This entire Kingdom could be ours, and if you support me, I'll lead you to victory, while showing my brother, my father, and all who doubted me what it means to be a great king and leader!" Scar held out his right paw to his fellow lions as he smiled evilly. "What do you say, Lion Guard? Are you Brave enough, Fast enough, Strong enough to be more than my brother's servants? Can you see what lies ahead in this path?"

For a moment, none of the lions said or did anything; then suddenly Uja stepped forward and walked toward Scar. He lifted up his left paw as if to shake Scar's paw, but he surprised everyone when he slapped it away and glared at Scar. "You've learned nothing!" Uja snapped.

"What was that?" Scar questioned with narrowed eyes.

"After all this, you still think you can use your position as leader just to get what you want?!" Uja demanded. "Now you think you can use your power to overthrow your own brother! It's pretty clear that you don't have what it takes to be King, and I won't help you take the throne from my closest friend!"

Scar glared at the bravest Lion before walking past to the other three. "I should've expected that a coward wouldn't have the guts to aim for the top! What about the rest of you?"

"I also refuse to take part in this plan," Macho spoke up next. "Even I can see that this path will only lead to the destruction to our kingdom, and I don't want to be the one who helped cause it!"

"Our job is to protect the Pride Lands, not conquer it and become its oppressors!" Kasi agreed.

"We're not supposed to use our abilities for this kind of thing; we're meant to serve the King just like every other subject in this kingdom! That's why we're the best!" Nguvu declared. "It doesn't mean we can take what we want whenever we want it!"

"This path you're choosing to take is a dark one, and none of us will walk it with you!" Uja said.

Scar looked all four of his teammates. "So that's it, huh? None of my Guard members will side with me. Just like before, you all have turned your backs on me and sided with my brother," he said as he lowered his head, his dark-colored mane covering his face.

"Look, Scar, let's just forget this ever happened and go back home," Macho suggested. "We don't ever have to talk about this again." The Lion Guard minus Scar turned to leave the Graveyard, but the Guard leader bared his claws and fangs before slowly raising his head and glaring at his comrades.

"I'm afraid I can't allow that," he stated, getting the Guard to face him. Scar then opened his jaw and let out a fierce roar that blew the four lions off the ledge. Nguvu crashed into the wall and clung to it with his claws, Macho and Kasi landed on their backs in the geyser fields, and Uja landed on his feet, but a few large rocks crumbled off the wall and smashed his tail and his back left leg, keeping him in place. Scar scaled the wall and landed on the ground before slowly approaching his Guard. "See, I'm going through with my plan one way or another! All I need is the power of the Roar and the hyena army to carry it out, but since I've told you about it, I have to ensure it doesn't fall apart by eliminating the four of you!"

"Scar wait, you don't have to do this!" Macho pleaded.

"It's time I took fate into my own paws, and I will become King!" Scar declared. "The Guard is either with me or against me!"

Kasi, Macho, Nguvu, and Uja stood together and replied, "We are the Lion Guard, it's our duty to protect the Circle of Life, and we'll do it even if our enemy is also our leader! Till the Pride Lands end, Lion Guard defend!"

"So be it," Scar snarled. He jumped toward his Guard but was intercepted by the Keenest of sight. The two lions circled each other while growling. "So, Gold Eyes is the first to go, huh?"

"Guys, I'll keep Scar busy! Hurry up and free Uja so that we can fight him as a team!" Macho said.

"Macho, be careful!" Uja warned his comrade. "He's still the younger brother of our King!"

"Don't worry, I'll be fine!" Macho assured. The two lions brought out their claws and pounced at each other. Scar managed to land the first strike by slapping Macho across the face. The Keenest of sight staggered back before taking another slap to the face. Macho shook his head and grabbed onto the 2nd son of Ahadi. The two lions bit each other while wrestling and tumbling around the field. They then separated from each other. _"Damn it! He's so much stronger than me! I was never much of a fighter, and his experience as leader puts him leagues ahead of me. I'll just have to hold him off till the others can join in!"_ Macho thought as he crouched down.

"You can't hope to defeat me! As the leader, I've memorized every one of your skills and weaknesses," Scar stated. "For instance, your excellent eyesight is useless if you can't see your opponent!" The dark lion jumped at Macho and clawed at his mane, drawing it down and over his eyes. Macho struggled to clear his vision while blindly dodging Scar's swipes, but the prince then slapped his subordinate toward an active geyser. Macho's face was hit with a blast of hot steam, and he cried out in pain before shaking his head to recover. His vision was disoriented and he blindly wandered the graveyard until he was met with a right claw that slashed him right in the eyes. The other two lions pushed against the rocks to free Uja when they suddenly heard Macho roar in agony; they looked over to see their Keenest of sight forced onto his back by the fiercest. Macho's eyes slowly dripped blood while Scar stood on top of him with a bloody right claw, ready to finish off his fellow lion.

"Macho!" Kasi cried.

"Kasi, go help Macho!" Nguvu ordered his mate.

"What about you guys?" the speedy lioness asked with concern.

"Don't worry about us, we'll be fine! It's Macho who needs you help!" Uja said. "Now go!"

Kasi nodded before rushing toward the two lions. Scar raised his paw for the final strike but was knocked off by a headbutt attack from the speedy lioness. Scar rolled on the ground before standing back on his feet. Kasi growled and started running around her leader in a circle. She struck the evil lion numerous times while moving too fast for him to track. Scar quickly jumped out of the circle and tried to pounce on Kasi; she easily evaded his assault and started zigzagging through the geyser field. Scar scanned all around the field but was unable to spot Kasi before she struck him and sent him tumbling across the floor. Kasi slowly walked toward the Lion prince when he didn't get back up; she tapped him a few times, when he swiftly surprised her by grabbing onto her right front leg with his fangs and biting down hard. Kasi cried out as she tried to force Scar to release her by scratching his mane. Scar then threw Kasi into the wall; she slowly stood back up and started licking the blood from her leg wound. She then faced Scar in time for him to pounce on her and pin her legs to the ground. "You're very fast, Kasi, but your speed is useless when you've been immobilized," Scar stated. He then glanced at her back legs before smirking. "You're so proud of these legs, aren't you? They're what make you so fast!" He then placed his left foot on Kasi's left leg and stomped on it hard. The fastest in the Pride Lands roared as Mufasa's brother repeatedly stomped on her leg, eventually breaking her leg with a loud snap.

"Kasi!" Nguvu cried, and with a mighty heave, he pushed the boulders off Uja's tail. The two lions then ran to attack Scar. The leader of the Guard quickly slipped past them and ran into another part of the graveyard. Nguvu and Uja ran after him; they ended up inside a cave with two entrances leading elsewhere. "I say we split up, we'll find him faster that way!" Nguvu suggested.

"That's not a good idea!" Uja argued. "It'll just give him the chance to take us out separately! We should stick together!"

"We can't waste any time looking for him!" Nguvu countered. "He knows this territory better than we do, and if we take too long to find him, he could bring the hyenas back to ambush us! We've already lost half our team; we need to stop him fast!"

Uja thought for a moment before answering, "Fine, but if either of us find him, don't engage him! Just roar as loud as you can to send a signal and try to lead him back to where the others are!"

Nguvu nodded and the two lions separated, each one taking a different cave entrance. The Strongest lion wandered through the cave while looking for the black-maned lion. As he slowly crept around, a large rock fell to his right. He jumped when it hit the ground and continued to look around. "Scar, come out!" Nguvu demanded. "Face me like a true king would!" He took a few sniffs before growling. "I know you're here! What's the matter, afraid to face me like a real lion?!"

"No, I prefer to use my cunning intellect to take out my enemies!" Scar responded. Another rock was tossed at Nguvu; he quickly avoided it and looked up, only to see no one where the boulder came from.

"And what's that supposed to mean?" Nguvu inquired.

"I know better than to take on the strongest lion head-on!" Scar answered. "So I'm gonna take you out the most clever way possible!"

"What would that be?" Nguvu questioned.

"You may be strong, but I doubt you're any stronger than a rock!" Scar said. "So let's see if that's true or not!" Scar pushed another rock off the cliff, which landed on the ground right in front of Nguvu, forcing him to move backward.

"Enjoy it while you can, Scar, you're eventually gonna run out of rocks," Nguvu warned. "And when you do, I'm gonna catch you and rip you to shreds!"

"If you're not crushed by then!" Scar taunted. He pushed another boulder down and Nguvu dodged it. The evil lion pushed two more boulders down; Nguvu avoided one but the other landed on his tail. The strong lion struggled to move, but couldn't. "What are you gonna do now, strong lion?!" He pushed more rocks, forcing Nguvu into a corner. Then the last rock was sent down, crushing his right paw and making him cry out. "Now you're backed into a corner, and your strength won't be able to save you this time!" Scar said as he stood in Nguvu's sight.

"Maybe so, but you don't have anymore rocks to drop on me!" Nguvu yelled back defiantly.

"Is that so? Well I think the stalagmites above us will finish the job quite nicely," Scar stated with a smirk. Nguvu struggled to free himself, but moving the boulders was a task beyond his current strength, so he tried looking around for a way out. As Scar prepared to use the Roar of the Elders, Nguvu realized there was only one thing he could do; he took a deep breath and let out his own mighty roar. Scar raised an eyebrow and asked, "Was that some desperate last attempt to fight me? Just accept your fate, your time as the strongest has ended!" The Leader of the Lion Guard unleashed his roar, causing the cave to quake; the stalagmites shook until they cracked and descended downward. Nguvu closed his eyes as the pointy rocks plummeted onto him.

* * *

Elsewhere in the cave, Uja was sniffing the area in his search for Scar. _"I can't find a trace of him at all,"_ he thought. _"I should head back to the others, maybe it's best if we retreat for now!"_ The Brave lion suddenly heard a roar from the cave echo. _"That roar, was that Nguvu? Did he find Scar?"_ he wondered moments before he heard another roar and the cave he was in began to shake violently. _"That was Scar's roar… oh no, Nguvu!"_ Uja quickly went back the way he came and rushed to save his comrade.

* * *

At another location, a blind Macho was slowly walking to where he heard Nguvu roar with a wounded Kasi on his back. "How much further, Kasi?" Macho asked.

"Just a little more, we should find them soon!" the once fast lioness answered. "Man, I feel so useless! How can I be the fastest in the Pride Lands when I'm like this?!"

"Hey, at least you can still _see_!" Macho pointed out angrily. "And your legs will heal; I bet the King's advisor has something for that! But my eyes are gone! They can't heal the way your legs are going to, so I'll never be able to see again! My time as the Keenest of sight is over!"

"Feels like our time as the Lion Guard might be over," Kasi said sadly. "Doesn't seem like Scar gonna let us live after this."

"Don't say that! We still have the Bravest and Strongest to fight Scar!" Macho said. "If anyone can stop our fierce leader, it's them!"

"But Scar's still our leader! He's always been the smartest out of the five of us; he knows how to beat us!" Kasi retorted. "What if they can't beat him?!"

"They can! They have to!" Macho argued.

"Do you think he'll really kill us to win?" Kasi questioned. "And if so, will we have to do the same?"

Macho stayed silent for a moment before answering, "I don't know." Suddenly, the graveyard began rumbling; Macho fought the shaking and stayed on his feet. "Scar used his roar again, this is bad! Kasi, which way now?!"

"To the right, hurry!" Kasi replied. The former Keenest of sight ran toward the place where the Strongest and the Fiercest lions were battling.

Uja ran through the cave to where Nguvu and Scar were supposed to be fighting, but when he got there, what he saw was truly terrifying. Nguvu lay lifeless under piles of rubble, with numerous stalagmites impaling him in the head. Blood slid down his face from the places where he was impaled. Scar stood over the defeated lion before glancing over to his brother's best friend. "One down, three more to go," he muttered. Uja stood there in shock as his comrades arrived. The lioness gasped as she spotted the corpse of her mate at the paws of her former leader. Tears began to form in Kasi's eyes as she limped over to Nguvu.

"Nguvu? Nguvu please, don't leave us," she pleaded as she nudged the corpse, but it was futile. The speedy lioness lowered her head as she began to sob.

"What happened?! What's wrong with Nguvu?!" Macho inquired urgently.

"It's better that you can't see this… but Nguvu is dead," Uja answered grimly.

"What?! No, it can't be!" Macho gasped. "He's the Strongest in the Pride Lands!"

"He _was_ the Strongest in the Pride Lands, just like Kasi was the Fastest and you were the Keenest of sight," Scar corrected him. "But those titles will die with all of you, and I will live on as the new King!"

Kasi turned to Scar while still crying; she growled at him as she bared her fangs and brought out her claws. In a fit of rage, she pounced on Scar despite her injuries and pinned him. She raised her right claw and slashed at his face multiple times. Scar then pushed her off and tackled her, forcing her onto her back. He slapped her a few times before she grabbed onto his left paw with her mouth and bit it. Scar winced in pain as she continued to bite down harder; he then stomped on her broken leg, causing to cry out and releasing him in the process. Scar raised his right claw and prepared to slit her throat, but he was knocked off by a skull bash attack from the Bravest lion.

"Kasi, I'll hold Scar off while you and Macho escape the graveyard!" Uja instructed.

"But what about you?!" the lioness questioned.

"Don't worry about me! Just get yourselves back to the Pride Lands! You have to report this to the King!" Uja told her.

"And what makes you think I'm gonna let you go?!" Scar demanded as he charged at his subordinates; Uja brought his claws and pounced at the black-maned lion. The two lions were locked in a struggle, clawing at each other's fur while Macho and Kasi made their escape. When they were gone, Scar tossed Uja aside and ran to catch them, but was quickly stopped by Uja grabbing his tail with his jaws. The Lion leader growled as he kicked Uja in the face three times before he released his tail. Scar attempted to flee again but Uja pounced on him, sending the two tumbling until Scar got the upper hand by pinning Uja, although he couldn't attack with the latter's claw at his throat. The two lions then separated and began circling each other. "You truly are the bravest," Scar commended Uja. "And the most foolish. You seriously think you can defeat me or even keep me here long enough for our comrades to reach the Pride Lands?"

"Yes, no matter what it takes, I'll put a stop to your plans!" Uja proclaimed. "And we're not your comrades anymore! You've betrayed us, your pride, and your kingdom!"

"It'll be just _my_ kingdom once I take care of you and my older brother!" Scar yelled.

"Not if I can help it!" Uja declared as he charged at Scar.

* * *

Meanwhile, back at Pride Rock, the other lions in Mufasa's pride were still asleep. All the lionesses were huddled together while the King and Queen rested on a separate platform. Suddenly, Sarafina began moving restlessly; she twisted and turned as she grasped her stomach. Sarafina then cried out in pain, startling the other lions into waking up. "Sarafina, what's the matter?!" Queen Sarabi asked the pregnant lioness.

"T-The baby's… coming!" she answered.

"What?!" Mufasa shouted. "Where are Uja and the other Guard members?!"

"They're not here, even Scar's missing!" a lioness replied.

"They might be on a midnight patrol," Mufasa said. "Sarabi, you and the other lionesses stay with Sarafina and assist her! I'll go to Rafiki's tree and get his help!" The lionesses nodded and went to attend to Sarafina. The King left his den and stood on Pride Rock, where his major domo was resting. "Zazu, wake up!" Mufasa ordered, getting the hornbill to awake with a jolt.

"Sire? Is there something wrong?" the bird inquired.

"Sarafina is in labor, and the Guard is gone!" Mufasa answered. "I'm going to get Rafiki; I need you to see if you can scout out the Lion Guard!"

"Yes, sire!" Zazu complied before flying off. Mufasa climbed down Pride Rock and started making his way to his advisor's home tree.

* * *

At the Graveyard, Macho and Kasi were getting close to the entrance of the hyenas' territory. The two wounded lions looked back constantly with concern over the comrade they left behind. "Hey Kasi, are we getting any closer to the border?" Macho asked the lioness. Kasi didn't respond as she sighed heavily. "Still thinking about Nguvu?" Kasi still didn't answer but nodded her head. "Ok, I'm gonna assume you're saying yes since I can't see and I can feel your head is moving."

"I'm sorry, Macho, I just… I can't believe he's gone," Kasi said sadly.

"Yeah, me too," Macho said. "But we have to face the facts; he's dead and Scar killed him."

"What if Uja can't stop him?! What he succeeds with his plans and he ends up ruling the Pride Lands?!" Kasi asked in a worried tone.

"We can't give up! We have to have hope, for Nguvu's sake!" Macho responded. "Scar will pay for what he's done, and the Pride Lands will never belong to him!" Just then, the cave began to shake violently again; the two turned back in time to see their brave comrade flying through the air and crashing into a wall. Uja's body was covered with red bite and claw marks. He staggered to his feet as his teammates rushed to his side. "Uja, are you alright?"

"Kasi, Macho… you've got to run… now!" Uja muttered weakly. Scar soon appeared on a high ledge and looked down at his former Guard members before jumping down. His body also had a few marks on them, but not as much as Uja's. Scar slowly crept toward the three lions, who backed away in fright.

"It's time to end this," Scar said as he prepared to roar again. "Any last words?"

"Even if you do somehow manage to get the throne, you'll never be as great of King as Mufasa… or Ahadi!" Uja shouted.

Scar's eyes grew wide before he glared intensely at the brave lion. "What brave last words," he muttered. Scar then let out his mighty roar, creating a gale force that blew the lions into different spots. Macho was knocked into a geyser with boiling water; his upper body was submerged while his lower body stayed surfaced. Before he could attempt to pull himself out, numerous rocks fell onto the geyser hole, sealing it shut with Macho still submerged. His body burned as he gasped for air, but in a matter of minutes, he drowned in the geyser hole. Kasi and Uja were blasted into the wall and crushed by many boulders. Uja's entire body aside from his right paw was buried, while most of Kasi's body was squashed, aside from her head. She struggled to free herself when Scar came up to her and use his right paw to raise her head. "Such a shame you and Nguvu couldn't be more like your daughter and see things my way, but don't worry, I'll take good care of her." Scar then raised his left claw as Kasi looked upon it in horror; he slashed at her throat, slitting it instantly and ending the speedy lioness's life. Scar then glanced at where Uja was buried and said, "You were just as annoying as my brother. I'm glad to be rid of you." He then left the lion corpses and went back to his friends. What he didn't notice was the pile of rocks start to move a bit, making way for Uja's nose before the lion passed out.

* * *

Back at Pride Rock, Sarafina laid on her side while being surrounded by the lionesses. Rafiki knelt beside her while Mufasa and Sarabi waited outside the circle of lionesses. "I hope Sarafina and her cub will be alright," the Queen said.

"Don't worry, Sarabi, my advisor knows what he's doing," Mufasa assured her.

"Where's Uja? He should be here for this!" she exclaimed.

Mufasa glanced out the den entrance. "I don't know, the Guard isn't usually out this long," he stated. "I fear that… something might be wrong."

"Let's focus on Sarafina's cub for now," Sarabi decided as she nuzzled her mate. Sarafina's groans were heard as they grew louder from the pain she felt. After a few moments, the pregnant lioness's cries stopped and the sounds of many "awwws" went around. The lionesses separated, allowing the King and Queen to see the old mandrill holding Sarafina's newly born cub.

"It's a healthy little girl," Rafiki said.

"She's beautiful, just like her mother," Sarabi commented.

As everyone gazed at the new cub, a small breeze passed through the den; everyone closed their eyes as it blew past their furs. "The Kings of the Past have told me that this young cub will grow up to be a powerful lioness. Brave, strong, and compassionate. She'll a great huntress," the King's advisor said. "Her father will be proud."

"I wish he was here to see her," Sarafina muttered. "Where could he be?"

"Don't worry, Sarafina, I'm sure Zazu will return with the whereabouts of the Guard," Mufasa assured the new mother. Right on cue, the king's major domo and perched himself on a rock. He looked away in failure as the King approached him. "Did you find them, Zazu?"

"I'm sorry, sire, I've checked the entire Pride Lands, but there's no sign of the Guard at all," Zazu reported.

"Something is very wrong," Mufasa realized. "If they're not in the Pride Lands, then where are they?"

"Perhaps there was a crisis and they've wandered to one of the forbidden lands," Rafiki suggested.

"So they've either gone to the Outlands or the Elephant Graveyard," Mufasa figured. "Perhaps they had to deal with our enemies sneaking into the Pride Lands. In any case, we need to find them immediately! Lionesses, three of you check the Outlands with Zazu, three of you will check the Pride Lands again with Rafiki, while two of you come with me to search the Elephant Graveyard." The eight lionesses nodded in compliance to their King's instructions; they left the den along with Zazu and Rafiki after placing the newborn cub beside her mother. Mufasa then walked up to his queen and said, "Sarabi, you stay with Sarafina and keep an eye on her and the cub. We should be back soon."

"Be careful out there," Sarabi said as she nestled with the King.

Mufasa nodded before turning to leave. "Your majesty, wait!" Sarafina called, getting the King's attention. "Please, find them. Bring Uja back," she pleaded to the ruler.

"I will, I give you my word as King," Mufasa replied before hurrying out to join the lionesses searching the Elephant Graveyard. Pretty soon, the King and the two lionesses made it to the hyena territory and wandered into it. They looked around for their Pride members while being cautious in case any hyenas appeared. "Stay together. We don't want our enemies to catch us off guard, so be alert," Mufasa ordered the lionesses. "Let's see if we can track them by their scents." The three lions placed their noses close to the floor and tried sniff out their fellow lions.

After minutes of sniffing, the lions' noses lead them to the geyser field in the graveyard when they suddenly caught a scent of something that reeked of blood. "Something's coming, be ready!" Mufasa instructed. The three bared their fangs and brought out their claws as they prepared for a fight, but their eyes grew wide with surprise when they saw an injured lion with a black mane slowly walking toward them. "Scar, it's you! What happened?!" Mufasa inquired as he ran to his younger brother. Scar nearly collapsed but Mufasa managed to catch him; the lion leader had multiple bite marks and red claw scratches across his body.

"The Guard and I were patrolling the Pride Lands when we spotted some hyenas," Scar lied. "We chased them back to their home, only to be ambushed by the rest of their clan. We did our best to fight them off, but we were greatly outnumbered and their relentless attacking began to wear us down." Scar stood up and faced the entrance where he came from. "The rest of the Guard stayed behind to give me a chance to escape and get help. We eventually split up to try and throw the hyenas off. I'm… not… sure … if they'll… make it." He passed out once he finished his sentence.

Mufasa grabbed his brother and placed him on top of one of the lionesses. "Both of you take Scar back to the Pride Lands and get Rafiki to treat his injuries! I'll keep looking for the rest of the Guard!" he instructed the lionesses, and they left with Ahadi's 2nd son while his 1st son continued down the Elephant Graveyard.

Eventually, he managed to the first corpse, and he gasped when his eyes gazed upon the dead body of Nguvu, impaled by multiple stalagmites. Mufasa quickly turned away and sadly left to find the other lions of the Guard. When he found them, it wasn't a pretty sight. His face expressed great horror when he saw Macho's body trapped in a geyser and Kasi under a pile of boulders with a puddle of blood spilling from her throat. "The Guard… has fallen," Mufasa mumbled as he walked over to where Uja was buried. He quickly moved the rocks aside, freeing Uja's body. "Oh my friend, what have they done to you?" Mufasa asked. He lowered his head in grief when he heard a low cough coming from his dearest friend. "Mufasa?" Uja questioned weakly as he glanced up at his king.

"Yes, my friend, it's me! Don't worry, I'll get you out of here!" Mufasa said as he hoisted the brave lion onto his back. "I'll take you to Rafiki so that he can heal you, then you've got a surprise waiting for you at Pride Rock."

"W-What is i-it?" Uja asked.

"It's your daughter, she's finally been born!" Mufasa answered.

"I… have a… daughter?" Uja inquired.

"Yes, my friend, and it's time for you to meet her," Mufasa said. He then ran out of the forbidden land as fast as he could. The two made it back to their home just as the king's advisor finished treating the wounded Scar. All the lions waited patiently outside the den while Rafiki attempted to resuscitate the damaged lion. The Lion King paced back and forth restlessly across Pride Rock, his face full of worry. Sarabi noticed her mate's anxiety and went to comfort him.

"Don't worry, Mufasa, I'm sure they'll be fine," she assured him.

Mufasa stopped pacing to look at her. "I hope you're right. If anything happens to my brother and my friend…" He gave no further response as he didn't want to think about it. Sarabi nuzzled her spouse as they looked over to see Sarafina cleaning her newborn cub. Rafiki suddenly came out of the den carrying a sad expression.

"Rafiki, how are they, my friend?" the King asked his advisor.

"Scar will heal. His injuries aren't too severe. He'll recover overtime," Rafiki reported.

"And Uja?" Mufasa asked.

The old baboon turned away in sorrow. "His wounds are another case. They're very deep. His body's been broken like a twig… he doesn't have much time left." The lions expressed shock from this news; they all lowered their heads in grief as the lion with a black mane walked past them and climbed down Pride Rock before walking off on his own.

"I'm going to see him," Mufasa said. The King entered the den and saw his dying friend resting on his back against a large rock. Mufasa slowly approached his best friend, whose eyes were closed. "Uja?" he spoke softly to the brave lion.

Uja partially opened his eyes and stared at his friend. "Mufasa, why are you so sad? Am I in that bad condition?" he asked. When he got no answer, he looked away in understanding. "I see. My friend, what has become of the rest of the Guard?"

"Scar is alive and recovering," Mufasa answered. "But the others…" He turned his head and shut his eyes in pain.

"So, they really are gone," Uja said. "The Guard has fallen, and I've failed as the bravest."

"No my friend, don't say that," Mufasa argued. "You truly were the bravest. The Guard was glad to fight beside you, and so was I."

"I just tried to be like the bravest lion I ever knew… you," Uja stated weakly. He then looked back at the King and requested, "Mufasa, may I see my daughter?"

"Yes, my friend. I'll bring them in right away," Mufasa said. He quickly left the den and came back with Rafiki, Sarabi, Sarafina, and the cub. They approached the bravest lion with his little daughter in Rafiki's hands. The old baboon then held the cub close to Uja so that he could see her.

"This… is my… daughter," Uja muttered as he gazed at his cub. "She's beautiful, like her mother. What's her name?"

"We haven't given her a name yet," Sarafina answered sadly. "We wanted you to see her first so that we could name her together."

"I see… well then, how about… Nala?" Uja suggested.

"Nala? Meaning gift, eh?" Rafiki said.

"I think it's perfect," Sarafina decided. "She's the best gift we could have."

"That's a wonderful name," Sarabi agreed.

"Congratulations, my friend," Mufasa said.

"Could you please bring Nala closer to me?" Uja requested. Rafiki placed the cub beside her father, and Uja struggled as he turned to face his daughter. "Hello Nala, I'm your father. Welcome to the world," he said, but even though he got no response, he still smiled at the cub. "Guess it's still too soon for her to open her eyes. I was hoping she could get a good look at me while I got to see her eyes." He then licked the cub passionately and gave her one final saying "You are the greatest gift I could ever receive; the Kings of the Pats have truly blessed me. Even if you won't remember me, I'll always be a part of you. Your name will ensure that. I hope you'll be just like your mother and have my courage as well. I love you, Nala, my daughter." Rafiki then picked up the cub and gave her to Sarabi while Sarafina approached her mate. "I'm sorry, Sarafina, I hate to leave you to raise our daughter alone, but…" Nala's mother placed her paw over his mouth to hush him.

"Don't worry, my love, your courage will live on in us," she assured him. "I'll pull through and raise our daughter to be a brave lioness, so that she may serve the King just as you have." Sarafina cuddled with her mate as tears formed in her eyes. "I love you, Uja."

"I love you, too," Uja replied. Sarafina then walked away from the dying lion and Mufasa came back to him. "Mufasa, my friend and my King, I'm sorry to leave you to be this lands' ruler and protector. I wish I could've had more time to work by your side and to see when your cub would be born. To see our children become such good friends like us, and to see them grow up into amazing lions." Uja then started coughing as his end drew closer. "It seems my time is almost up. Goodbye, my friend, I enjoyed the times we shared."

"So did I," Mufasa responded sadly.

"Mufasa, there's … one more … thing I … must tell you," Uja said as he coughed again. "Don't… turn… your back on… Scar." Uja's head then went limp as he closed his eyes and stopped breathing.

"What do you mean, Uja? Uja?!" Mufasa questioned. He then lowered his head, as did the rest of the Pride as they grieved over the loss of their fellow lion.

* * *

Days later, the King and his Pride, his advisor, his major domo, and all the other inhabitants of the Pride Lands had gathered together for the funeral. After digging out the other bodies of the fallen Guard members, the King announced a proper burial in honor of the protectors who served their kingdom till the end. They buried their bodies and all the animals gathered at Pride Rock to hear the words of the King's advisor. "May the Kings of the Past praise you for all that you've done for us. May we hear them in the brightest of days and the darkest of nights, so that we know that you're all still with us in heart and spirit. Let it be known, that four great lions have fallen… heroes… family… friends," Rafiki said mournfully. "Usually, the surviving member of the Guard would be called to say a few words, but since the leader is absent, the King will be the one to do it."

Mufasa came to the tip of Pride Rock and looked down on his royal subjects. "Kasi, Macho, Nguvu, and Uja. They were the Pride Lands' Fastest, Keenest of sight, Strongest, and Bravest, respectively. They did their very best to protect our Kingdom from its enemies. When I was with them, I could feel their powerful bond; it was their drive. But alas, just as a King's time rises and sets like the sun, so does the Guard's time. There isn't a more honorable way to die than fulfilling your duty and protecting your loved ones. I may not know all of what happened, but I know that they never gave up and fought to the bitter end. Even though they're gone, we'll always remember them. I am proud to have been their King, their ally, and their friend."

The sky suddenly darkened and rain began to fall all over the Pride Lands. "TILL THE PRIDE LANDS END… LION GUARD DEFEND!" the animals shouted, bowing to their King. After a few more minutes of mourning, everyone went to their homes. The lions were huddled together in their den as they waited out the rain. Zazu flew into the den and came to speak to his king. "Sire, Scar wasn't at the burial, and no one's seen him anywhere," he reported.

"Leave him be, Zazu, he needs to get over this, as do the rest of us," Mufasa said.

"Yes, sire," Zazu complied. "It's truly a sad day, isn't it?"

"Yes, but remember, with every loss, there is a gain to go with it," Mufasa said as he glanced to Sarabi, Sarafina, and little Nala. "And soon, the Pride Lands will gain something more," The King smiled at his mate before looking at the rain.

Elsewhere, after rewarding the hyenas for helping to cover up what actually happened to his team, Scar wandered to his ledge, shook his fur dry, and rested on his right side. _"My plan can still progress even without my Guard. I still have the Roar and the hyenas. Once I've fully recovered, I will defeat my brother and conquer the Pride Lands!"_ Ahadi's 2nd son closed his eyes as he drifted to sleep.

* * *

 _Scar's dream_

 _The black-maned lion was wandering through a mist of clouds when he was abruptly blinded by a flash of light. "What have you done, Scar?!" a voice asked the prince. He opened his eyes and gasped when he saw the faces of four lions staring down on him. Although he didn't recognize three of the lions, the fourth one was a face he was well familiar with: King Ahadi._

" _Father? Is it really you?" Scar questioned in disbelief._

 _The King before Mufasa glared at his 2_ _nd_ _son, expressing disappointment. "Do you realize what you've done?!" he demanded furiously. "You've destroyed your own Guard, and in the process, stripped the Pride Lands of its protectors!"_

" _It still has me, I can do it alone," Scar said._

" _You are not fit to protect the Pride Lands," King Mahatu declined. "That responsibility must fall on the current King because of your actions!" He then approached Scar and scowled at him. "Ever since you've received our gift, you've used for your own selfish dark deeds! But to use it against the Lion Guard is unacceptable!" The past King raised his right paw as if to strike the lion leader, but was stopped when King Ahadi held out his paw in front of him._

" _King Mahatu, please leave his judgment to me," Ahadi requested. "He's my son, and I'm the one who gave him the position as leader of the Lion Guard. His actions are a result of my mistake, and I must take responsibility for them."_

" _Very well, Ahadi," Mahatu relented before stepping away from the prince._

 _Scar's father then walked up to him with a look full of sorrow. "Taka, where did I go wrong with you?" the father questioned. "I tried so hard to pass on my lessons to both you and Mufasa, but you never learned anything. You only saw the position as King as a means to fulfill your greed. I gave you the task of leading the Lion Guard hoping it would help you realize what it means to be a leader and forget trying to be King, but you never let go of that anger dwelling inside you; you've only increased your hate and unleashed it on the innocent." Ahadi then placed his paw on his son's shoulder; it flashed a bright light before fading, and when he removed it, the mark of Lion Guard was gone. "It pains me to do this, but you are no longer the Leader of the Lion Guard, and you'll be stripped of your power!"_

" _You can't take the Roar from me, it's my greatest power!" Scar argued. "It's proof that I am meant to be King!"_

" _Not anymore!" Ahadi said. The four kings gathered around Scar; the clouds then turned dark and began to swirl around him, creating a massive storm. Scar struggled to overcome this typhoon, but eventually he was overwhelmed and consumed._

" _Without my roar and my Guard, I'll never be King!" the prince exclaimed. "What's left for me to be?!"_

" _A servant to the current king like all other animals!" King Mahatu responded._

" _You can't be serious!" Scar yelled._

" _And your final judgment… YOU ARE HEREBY EXILED FROM THE PRIDE LANDS FOR TREASON!" King Mahatu declared. "AND YOU WILL NOT BE WELCOMED BACK UNLESS THE CURRENT KING ALLOWS IT!_

" _NO!" Scar cried. "Father, don't do this to me!"_

 _King Ahadi turned away from his 2nd son, unable to look him in the eye. "I'm sorry, Taka, but you brought this on yourself. This is the law of the Circle of Life." Scar stared at his father with a shocked expression before the storm swallowed him up._

 _End of dream._

* * *

Scar woke up with a jolt. He looked around to find himself still on his stomach on his ledge. He sighed as he thought, _"Phew, it wasn't real. Just a nightmare."_ He then looked up to see that the rain had stopped and the clouds were beginning to disperse, making way for the sun to shine. _"It was just a dream; I can still carry out my plans."_ Scar stood at the edge and looked at a small cloud; he then took a deep breath and roared with all his might. His roar came out very loud; however, he couldn't feel the power, the thrill or the joy in exerting his authority. He tapped his throat before glancing at his shoulder to see his glorious mark had vanished. His ears drooped as his heart was filled with despair.

" _I've lost everything now, my life has completely lost its meaning,"_ Scar thought. He lowered his head as he dug his claws into the ground. _"I don't care even if my father demands it, I will never serve my brother!"_ He then left his ledge and made his way to Pride Rock, where his older brother was standing at the edge waiting, with the wind blowing through his red mane. Scar just climbed up the rock and walked past his brother.

"Scar, how are you doing?" the King asked him, getting him to stop and face him.

"I am fine, brother, still taking what has happened very hard," Scar replied.

"I am sorry, brother, they were a great team," Mufasa stated as he faced his younger brother. "The Pride Lands will miss them, but the least we can do is continue protecting our kingdom to honor their memory of them."

"Actually, Mufasa, I have some news," Scar announced. "I've relinquished my position as leader of the Lion Guard and am leaving the Pride Lands."

"Are you sure, brother?" Mufasa questioned. "This is your home. I know you're upset, but we can help you get through this."

"No, it's time for me to find a new home," Scar said. "Father recently spoke to me and said that I must find a Pride of my own to rule now, and that I should leave as soon as possible."

"What about the Roar of the Elders?" Mufasa inquired.

"The Kings of the Past have taken back their gift to me, as it has never been used outside the Pride Lands," Scar answered. "I must become a leader by my own talents now."

"This is true," said someone from behind Scar. The brothers turned to see the King's advisor walking toward them. "The Great Kings of the Past have spoken to me and have decided that Scar should find his own path now. It's time for him discover a life of his own."

Mufasa nodded in understanding. "Very well. When do you plan on leaving?" he asked his brother.

"Right away," Scar replied.

"Alright then, I will tell the lionesses that you've left the Pride Lands," Mufasa said. "Goodbye Scar, I wish you the best of success. May the Circle of Life guide you, and may the Kings of the Past be with you." The Lion King turned and entered into his den, leaving his younger brother and his advisor alone. The mandrill then glared at the former leader of the Lion Guard.

"I know why you're actually leaving," he said. "The Kings have told everything, so I know what you've done to your own Guard."

"I suppose you're going to tell my brother, then," Scar huffed.

"No," Rafiki answered, surprising the lion. "The Kings have forbidden me from telling anyone about what really happened to the Guard. It would break Mufasa's heart to know that his own brother killed his best friend." Rafiki started to walk away before stopping and glancing back at Scar. "Because of your selfishness, the Pride has lost it best fighters. You've reduced its forces greatly." The Baboon left Pride Rock, leaving the black-maned lion alone.

" _One day, I will return home,"_ he thought. _"And my pursuit to become King will resume once again! Nothing will ever stop me!"_

Scar then left his older brother's Kingdom and began his journey to find a place of his own to rule. He wandered to many distant lands where he challenged the leaders of different Prides. However, after relying on the strength of the Roar for so long, his own physical strength had diminished. Plus, he usually fought with a team, so battling more experienced lions on his own wasn't easy. After two weeks of traveling as a nomad, Scar had finally decided to return home, but he wasn't going empty-handed. During his quest, the former prince had earned the respect and influence of many lionesses from other Prides and some rogues, and he offered them a place to stay at the Pride Lands. They followed him back to his brother's domain, and he requested his brother to allow his followers to join the Pride in order to increase their forces again.

King Mufasa allowed this when the Kings of the Past had told his advisor that this was acceptable. Scar was given one more chance, which to him was another chance to swipe the throne from his brother. However, when he got back, he was met with a surprise of his own: a week after he left, the King's heir was born and now it had been two weeks since his birth, which meant the cub's presentation would be held in another week. Scar was fueled with a strong feeling of hate, toward his brother and his new nephew, Prince Simba. Fate had once again found a way to keep the throne from his grasp. This hate only encouraged his determination to become King. No matter what it took, this dark lion swore that the next time the sun set, Mufasa's time as King would end, and when it rose, he would be the new King.

 **A/N: And done! That's my version of Scar's origin. Hope you like it; I even put in some extra things like Nala's birth and how the Outsiders were first formed. If any of you have some questions about this chapter, feel free to ask them in a review or to PM me. Next chapter will be a bonding experience between the two successors of Scar, plus a few other surprises. Don't worry, it'll only get more exciting from here, so stay tuned. Until next time, TTFN AntiHero out!**


	5. Chapter 5

**A/N: We're back, with another chapter of Lion Force. Sorry it took so long for me to update, been a little slow and I'm getting distracted by my excitement for the third season. Now back to the story.**

 **Disclaimer – I own nothing**

 **Chapter 5**

The two lion cubs stirred awake and stood on their feet; they shook their heads to recover from the blows to their head blows. "That was…weird," they thought. Kion and Kovu then noticed each other; the two cubs growled at each other before they saw the hot lava several feet below where they were standing. Steam exploded from the fiery liquid and hit them in the face, making them cough. "This isn't good, looks like my roar caused a cave in and now we're trapped." said Kion as he observed his surroundings. "Maybe we could climb out- ugh!" The Lion Prince was interrupted by the Scar's heir tackling him. The cubs tumbled until almost fell into the lava; they both quickly stood up and bared their claws for a fight. Kovu charged at Kion again and pounced at him again, but this time Kion managed reverse the move by getting on top and using his paws to pin the Outsider down. "My mom taught me that one," Kion stated proudly.

"Let me go!" demanded Kovu as he struggled against the Prince's holding.

"Why? So that you can attack me again?! And maybe this time, we'll actually fall into the pit of lava!" screamed Kion; the Outsider then stopped resisting and let the Guard leader proceed talking. "Now listen up, if we don't get out of here soon, we could starve to death or die some other way! Since the rocks collapsed on the entrance, there's no opening for us to leave through, but there is one way to escape!"

"Oh, and what's that?" asked Kovu as Kion allowed him to stand up.

The Son of Simba looked upward "If we can climb to the top, we could find a way out." Kion explained. "But this wall is to thin and hard for us to climb on our own. Only a full grown lion could scale this wall with little effort."

"So what do we do?" asked Kovu.

"Well, one of us could give the other a boost, then, the one who was hoisted could pull the other up." suggested Kion.

Then Kovu's eyes grew wide. "You want us to work together?!"

"Neither of us cubs are capable of climbing that wall alone. We'll need each other if we wanna get out of here." said Kion.

"Did that rock mess up your brain or something? You seem to be forgetting that we're enemies!" Kovu reminded the prince.

"I get that but you once thought we could be friends, maybe working together could be a start," said Kion.

The Son of Zira turned away from Simba's son. "Working with Pride Landers only seems to make way fro bad things to happen," answered Kovu. "Like when we first met you,"

"That wasn't my fault! Your mother started it. I just wanted to solve the dispute peacefully," argued Kion.

"Then there's that time with your sister, Kiara." said Kovu. "We were almost eaten by Crocodiles and your Pride could've killed me and my mom!"

Kion sighed and said "I'm sorry that you feel that way, but it's not all our fault that things don't go so well for you Outlanders. If don't want to help me then fine, but I'm not waiting around to die here." And on that note, Kion brought his claws and attempted to climb the wall solo; the Lion Prince managed to get a few feet above the ground, but the thin ledges above him were a much greater distance apart. Kion took a deep breathe before jumping to try and get higher on the wall; Kovu watched as the Guard leader struggled to climb further up. Kion's back paws started slipping, making it harder for him to climb. His body started to slowing slide down the wall when he suddenly felt something at the bottom of his back paws pushing him up. He looked down to see Kovu using his head to hoist Kion onto a higher ledge. "You're helping me? Why?" he inquired.

"Don't get the wrong idea, I just can't climb out this place on my own, so I might as well help you if you'll do the same." answered Kovu.

"Thanks," said Kion.

"Yeah well, care to return the favor?" asked Kovu as he raised his right paw. Kion smiled as he grabbed the Outsider's paw with his own and pulled him up; the two cubs continued to work together as they made their way up the wall while the lava at the bottom began to bubble.

 **Pride Lands**

Jasiri ran through the grass as fast as she could; she glanced around constantly, being as cautious as she can while looking for help. _"I gotta find the Lion Guard, but I don't where they'd be at time of night,"_ she thought. _"I'd be crazy to head to Pride Rock, the lion's den, but that might be my only option!"_

At the same time, the Princess of the Pride Lands and her two tag alongs were creeping in the grass. "Aw Kiara, why do we have to go out in the fields at night?" whined Zuri.

"Because Zuri, Kion left the den and even though never said that he'd be going out on patrol tonight," explained Kiara. "I've noticed that my little brother's been having nightmares, now he's gone off on his own and I want to know where he's going."

"So you're worried about your brother huh?" asked Zuri. "Aw that's so sweet,"

"Ha! Like I really need to worry about the Leader of the Lion Guard, he's got the Roar of Elders!" scoffed the Princess. "I just want to know what he's up to."

"Not that I don't support you Kiara," said Tiifu. "But shouldn't we have told your Dad about this?"

"Dad's got his duties as King to worry about. He'll need is rest, so I don't want to bother or worry him with this," answered Kiara. "Besides, the last thing I need is for Dad to get overprotective." The three cubs continued on their path when they spotted something moving in the grass from the distance. "Did you guys see that?" she asked.

"Yeah, something's in the grass," said Tiifu.

Kiara squinted her eyes to get a better look. "Looks like…a Hyena!" she said.

"A Hyena!" gasped Zuri. "What's a Hyena doing in the Pride Lands at night?!"

"Don't know, but it doesn't belong here!" answered Kiara.

"So what do we do princess?" asked Tiifu.

"I've got an idea. You two will distract it while sneak around and pounce it from behind!" Kiara instructed.

"But Kiara, wouldn't it be better if we got your Dad instead?" asked Zuri.

"We don't need my Dad! Were lions too!" said Kiara. "Besides, it's just one Hyena, we can handle it." The two lion cubs followed the future queen's plan; Tiifu and Zuri slowly moved closer to Jasiri while Kiara separated from them and snuck to get behind the good Hyena.

"Halt Hyena!" Tiifu exclaimed.

"Halt Hyena?!" Zuri said questionably.

"What? Like you've got something better!" replied Tiifu.

"Ahem!" said Jasiri, getting the lions' attention. "I need help and I-"

"Yeah you need help!" Zuri interrupted the Hyena. "You're wandering in our territory, but what's to expect from a mindless mutt?"

"Look, I'm not here for any trouble!" Jasiri growled. "I'm just looking for help!"

"You've come to the wrong place if you're looking for help!" stated Tiifu. "Try the Outlands!"

Jasiri was about to make a comeback when she suddenly heard the small noise of a rock being tipped over; her ears twitched as she listened for any other sound or movement. The lion cubs looked at each other with worried expressions and attempted to distract the brave Hyena before she looked behind herself. "Listen, we're kind of busy at the moment and feeling generous," said Zuri. "So, we'll let this slide if you turn back now!"

"Sorry, that's not an option right now," said Jasiri. "But if you help me, maybe I'll go home quicker."

"This is not a negotiation dog!" stated Tiifu. "You're trespassing! This means you have to do what we say or else!"

"Or else what?!" growled Jasiri.

"Or else we'll have to get rough with you!" Tiifu growled back. The two lionesses brought their claws and bared their fangs while Jasiri did the same; before either could make a move, Jasiri heard a twig snapping from behind her and carefully glanced back. Her peripheral vision allowed her to spot the Lion Princess creeping behind her, but she kept her face neutral so as not to tip of the other lion cubs. Kiara smirked as she crept closer to the good Hyena.

"Heh. Mighty huntress has her target insight, and she's about to pounce." Kiara whispered as she moved closer. When she was right behind Jasiri, she jumped to tackle her with he claws out; but the fearless Hyena quickly ducked, making Kiara crash into her friends who were too surprised to react. Jasiri laughed as the lion cubs picked themselves up. "What, how?"

"Ha, ha, ha! You guys are just as easy to fool as Janja, Cheezi, and Chungu!" laughed Jasiri. "And here a bit of free advice, if you want to sneak up on someone, make sure they can't hear you coming from behind." The lionesses scowled at the Outlander. "Look, I'm just trying to find help! I'm not interested in harming the Pride Lands!"

"Yeah right! Like we'd ever trust a Hyena, let alone help one!" said Kiara.

"Jeez! It's like how I first met Kion all over again." muttered Jasiri as she rolled her eyes.

"Wait a minute, you know Kion?" asked Kiara.

"Yes I do, princess Kiara, future queen of the Pride Lands. It's a pleasure to meet you by the way." said the Hyena.

"You know me?" questioned Kiara.

"Just by reputation, your brother's told me a lot about you." answered Jasiri.

"How do know my brother?" Kiara continued to question.

"And why are you talking like you're his friend Hyena?" asked Tiifu.

"Because we are friends. The name's Jasiri." the Hyena introduced herself.

"Kion…friends…with a Hyena?" questioned Zuri. "No way!"

"She's lying! Why would the Leader of the Lion Guard who spends his time chasing Hyenas out of the Pride Lands be friends with one?" asked Tiifu. "It doesn't make sense!"

"Exactly, Lions and Hyenas are suppose to be enemies! We're just too different to be friends," said Kiara.

"That what Kion thought too, until I told him…Si Si Ni Sawa." said Jasiri.

"Huh?" asked Zuri.

"What does that mean?" questioned Tiifu.

"It means we're the same." answered Jasiri.

"But Kiara just said that Lions and Hyenas were different. How can they be the same?" asked Tiifu.

"She means that Lions and Hyenas or she and Kion actually have a lot in common," explained Simba's 1st born. "Well I still doubt you words, I can see how my brother could be your friend. You both can be really annoying,"

"Looks who's talking Princess," said Jasiri.

"Anyway, if you're friends with Kion, then do you know where he is?" asked Kiara.

"That's actually why I'm here," Jasiri explained. "Kion's in trouble. And I came to find help to save him."

"Where is he?" asked Tiifu.

"He's in the Outlands, trapped in volcano," said Jasiri. "I can take you to him, but we have to hurry."

"Hold on! Why should we trust a Hyena just cause she says she knows Kion?" questioned Zuri. "For all we know, she's lying about being his friend and she wants to lead us to a trap or an ambush."

"I not sure about this Kiara," said Tiifu.

"Girls, my brother, who also happens to be your prince is in danger." reasoned the future queen. "Right now, this Hyena…I mean Jasiri, is the only lead we've got about where he might be. Kion's always ready to help us and now it's time we returned the favor."

"I'm not sure if I can handle the Outlands," said a worried Zuri. "All that dirt and dust and creepy crawlies, I could get seriously dirty."

"Maybe shiny claws should wait here," suggested Jasiri.

"Good idea. Zuri, you stay here while Tiifu and I go to the Outlands with Jasiri. If we're not back in ten minutes, find the Guard and tell them the situation." Kiara instructed her friend who nodded. The Princess then faced the good Hyena and said "Alright Jasiri, lead the way!" Jasiri then headed back towards the Outlands with Kiara and Tiifu right on her tail.

In the Outlands, the two lion cubs continued to aid each other in scaling the cliff; as they were going, Kion had something on his mind that he wanted to know about, so when he help him up again, he spoke out "Hey, can I ask you something?" Kovu nodded as he was pulled up by the Lion Prince. "When we first met, your brother said that your family wasn't welcomed in the Pride Lands. Is that really true?"

Kovu jumped onto another ledge before offering his paw to Kion. "Yeah it is." he answered as he pulled Kion up.

"But why?" asked Kion.

"I don't know. I really don't know." answered Kovu. "All I know is that my family was banned from the Pride Lands not long after I was born. I asked my mother why we're so different from the Pride Landers and she says it's because we're better than they are. That we're stronger, faster, smarter and most importantly more ruthless, just like Scar was."

"Even if that's true, I don't see why my dad would just banish you guys to the Outlands or why he never told me about it before." said Kion.

"I did find it weird that you didn't know who we were unlike your sister who immediately knew I was an Outsider when we met," admitted Kovu.

"About that, I was wondering how you know Kiara?" asked Kion. "She never told me about you either,"

"I think it might've been right before you were born, your sister wandered into the Outlands and bumped into me, just you did earlier." Kovu explained. "I thought she was a daddy's girl but she might've been a bit rebellious at the time. We were attacked by Crocodiles, I risked my life to save her and she ended up saving mine."

"Really, she did something like that?" asked an impressed Kion.

"Yeah. She's pretty energetic and adventurous, not to mention brave," stated Kovu. "I think we could've been friends if our parents hadn't shown up,"

"Do you really mean that?" asked Kion while Kovu hoisted him onto another ledge the Prince then turned and looked down at the Outsider. "You wanted your family to be allowed back to the Pride Lands, and you seemed different from the other Outsiders. You asked if we could be friends back then, do you really want that though?" Kion gave a small smile as he extended his paw to Zira's son. Kovu glanced at Kion's paw before taking it.

"I did mean it back then, but it may be too late for that now," Kovu answered.

"It's never too late," said Kion as he pulled Kovu up. "If that's what you wanted back then, it can still happen now. You and Kiara can be friends. _We_ can be friends." Kovu looks away getting Kion to sigh; the son of Simba lowered his head, allowing Kovu to climb on and hoisted him onto the next ledge. "We're almost at the top." he said as Kovu pulled him up. The two lion cubs continued upward until they reached the top, unfortunately, it was blocked by a pile of rocks that came down as a result of Kion's roar. The two pushed against the rubble but it didn't budge a bit. "It's no use. Looks like I'll have to use the roar again." said Kion.

"Do you really think you can clear the path with the roar? And what if that causes the volcano to erupt again?" Kovu asked.

"What other choice do we have?" asked Kion, but got no answer. "Alright, now get behind me and brace yourself." The Kion Prince took a deep breath and let out a second massive roar; unlike the first one, this roar was more controlled and aimed at a specific target. The rock pile shook until eventually crumbling and slid down, making a path for the lion cubs. Kion and Kovu smiled until they felt the volcano shake again; they looked up to see more rocks falling down. They then felt a blast of vapor and looked down to see that the lava was rising towards them at a fast rate. "RUN!" yelled the cubs before both jumping to the top and running to get to the entrance. As they ran, the ledge they ran across began to crumble and collapse into the lava. The two lions were eventually getting to the end of the ledge where they could see another one that required them to jump far in order to reach; Kovu was in the lead while Kion was right on his tail.

"We're not gonna make it!" cried Kovu.

"Yes we will!" Kion assured, he then slowed down a bit as they reached the edge of the ledge. He then bashed the Outsider in the rear, giving him a boost that pushed him off and onto the other side. Kion quickly jumped after Kovu just as the last of the ledge crumbled and fell into the lava. Kion managed to get across and land safely, but Kion's leap was thrown off and he barely managed to cling to the other ledge with his claws. The Prince struggled to climb up but he only began to slowly move downward; his resilience granted him the strength to resist gravity but not enough to save himself. Kovu quickly came to the edge and watched as the Son of Simba held on for his life; he saw that if he reached out to Kion he could help pull him up. _"Or send him down,"_ a thought came into his head. His conscience told him that he had to help his fellow lion but everything he was taught told that he should end the Prince's life now. Kovu's body trembled as he brought out his claws; his eyes closed before he opened them and looked down.

Kion' body slid closer towards the lava before he forced himself to climb up again; boiling hot steam shot out of the fiery liquid, one struck the Prince's left foot, sizzling against it. "Unh!" Kion grunted as he slid down again. His left paw slipped, leaving him hanging by only his right. Eventually, that also gave in and the Guard leader almost fell to his death, but Kovu reached forward and grabbed Kion's right paw with his own paws. Kion looked at the Outsider in astonishment and given a smile of assurance. Scar's heir pulled up the Son of Simba and placed him onto the ledge. "Uh thanks," said Kion.

"No problem, but we're not safe yet." Kovu replied. "The lava's still rising and this place is coming down from the eruption, so we'd better move!"

"Then let's get…aah!" Kion cringed as he tried to stand but couldn't due to his injured leg. "My leg's hurt! I not gonna be able to get out of here in time!"

"Then…I'll just have to carry you out of here!" Kovu suggested.

"What?! No!" Kion argued. "I'll only slow you down, just go without me!"

"Hey! I didn't come this far with you just to leave you to die!" Kovu declared. "I've been trained my whole life and not it's time to put it to good use, now get on!" The Lion Prince chose not to argue and climbed onto the Outsider's back. "Hang on, you're about to see what makes an Outsider better than a Pride Lander!" Kovu exclaimed before taking off with Kion on his back. He ran very fast while avoiding falling debris and splashes of lava; just as they were close to the exit the ground before them collapsed, trapping them on a specific spot as the lava rose around them. Kovu looked towards the entrance before glancing at Kion, he then grabbed the prince with his teeth and tossed him with all his might, Kion landed roughly at the exit; Kovu then took a few steps back before running to jump towards the exit, He jumped just as the spot he was on was consumed by the lava, but it was in vain when he saw that he wasn't going to make the leap. He crashed just below the ledge and expected to fall to his demise but saw that he wasn't; he looked up to see Kion grasping his fur with his fangs. The Lion Prince pulled the Outsider up and the two quickly exited the volcano. The cubs glanced at the volcano in amazement before looking at each other and then smiling. "Alright, we did it!" they cheered as they high fived and laughed.

"Oh man, that was a whole lot of lava and I almost fell in it!" Kion exclaimed. "But then you caught me!"

"Only because you pushed me to safety before we both fell in!" Kovu stated.

"And then you carried me through the eruption!" Kion said.

"And then you pulled me to the exit with your fangs!" Kovu said.

"You were so awesome!" they both said to each other.

"By the way, Asante Kovu thanks for saving me." Kion said gratefully.

"Don't mention it. You save me too, so we're even now." Kovu said.

"You know, we make a pretty good team. I bet we could get through anything if we work together," Kion said as he extended his paw to the Outsider. "What do say? Wanna be friends?"

Kovu glanced Kion's paw before his face; seeing that the prince was genuine in his request for friendship, he smiled and shook his paw. "Sure, I've always wanted a friend."

"I've always got room for more friends," Kion said. "We could play games, like steal the fruit!"

"Is that like tag, cause I don't know how to play anything." Kovu stated.

"Guess you Outsiders spend too much of your time training to have fun huh?" Kion replied. "No worries, I'll show how to play. But first I need to get back to the Pride Lands." Just then, the cubs heard the voices of Kovu's family calling.

"Kovu, where are you?!" Zira cried.

"Hey, little bro, are you alright?!" Vitani asked.

"Hey you little termite, get your tail over here!" Nuka shouted earning him a glare from his mother. "I mean, tell us where you are brother, we're worried about you!" he corrected himself; the Outsiders weren't that far from the cubs in their search for Scar's heir.

"Great, my leg's still injured and I'm not in the mood for a fight," Kion muttered.

"Don't worry, I'll take care of it." Kovu assured.

"What?" Kion asked.

"They're looking for me right? So I'll go to them and lead them away before they see you," Kovu explained.

"Are you sure about this?" Kion inquired. "If this doesn't work you could get in trouble for trying to help me."

"You said that we're friends didn't you?" Kovu asked. "Then making sure my friend is safe is more important than what happens to me!" The Son of Zira gave a reassuring smile to his new friend. "Don't worry Kion, I'll be alright."

Kion nodded and said "Okay, just be careful." Scar's heir nodded before turning to leave. "Hey Kovu," Kion called to the dark furred cub, making him look back. "If you ever come to the Pride Lands, we could hang out, I'll show you around. Don't worry about getting caught or in trouble, it'll just be between us."

"Asante Kion, thanks." Kovu said. He then ran over to his family while Simba's son quickly hid himself; just as the Outsider were about to turn the corner, Kovu appeared in front of them. "Mom! Nuka! Vitani! What are you doing here?!" he asked.

"Well, well, the next King of the Pride Lands graces us with his presence." Nuka said mockingly.

"Where have you been bro?!" Vitani asked. "We heard a loud noise coming from the volcano so we came over here. Then we saw smoke and couldn't find you!"

"The volcano erupted and came down. I almost didn't make it," Kovu explained. "Sorry if I worried you guys."

"Worried? About you? Hah!" Nuka laughed. "You're always getting yourself into trouble, we'd be surprise if you didn't. This is so unfitting for Scar's heir." Kovu looked down in shame and Zira stepped on her oldest son's tail, making him yelp.

"Anyway, how was the mentoring with Scar?" Zira inquired.

"It was…quite the learning experience," Kovu answered.

"That's nice to hear son. Now let's go home, our pride is waiting for their future king." Zira said the Outsiders started their journey to their home; as they left, Vitani heard something and looked back. She saw nothing and squinted before turning to go after her family. The Leader of the Lion Guard was leaning against the wall to hide, when the Outsiders had left, he sighed in relief and came out.

" _Good, they're gone. I guess I'd better be getting home too."_ Kion thought. He then started limping as he made his way home; before long, he ran into his sister, Tiifu and Jasiri. "Oh, hey guys. What are you doing here?" he inquired.

"Kion! You're okay!" Kiara exclaimed as she ran and nuzzled him.

"Well, more or less." Kion said as he showed his injured leg.

"What happened to your leg?" Jasiri asked.

"The volcano erupted on me, almost didn't make it." Kion replied.

"Are you sure you're alright?" Tiifu asked.

"I'm fine, but we'd better get out of here and fast!" Kion said before turning to his Hyena friend. "Thanks for the help Jasiri."

"No prob Kion, anytime." The Hyena replied. "See ya around cubs!" she laughed before running back to her territory. Kiara and Tiifu stood close to Kion and assisted him as the three cubs trekked back to the Pride Lands. 

Back at the volcano, the place where the rocks had collapsed began to rumble; steam started shooting upward before lava burst out from below and the fire it created took the form of the evil Lion King. Scar laughed maniacally as more lava flew out around him. "All is as according to plan. Soon the Pride Lands will be mine to rule once again," he declared as four more fiery figures of lions appeared beside him.

 **A/N: Done! Sorry it took me sooooooo long to finish, just had writer's block on this one. But now I'm back to it and we'll get to the good parts, like how Scar's army will expand, Kion and Kovu's friendship and a few other things that could use some looking into. Hope those of you who were interested by this story are still interested and waiting for more chapters, cause they'll be coming! So keep reading and send your reviews; until then, TTFN AntiHero out!**


	6. Ch6 - Plan in Motion Phase 1: New Friend

**A/N: Hey there, AntiHero here! Time for another chapter of Lion Force! After watching the episode Pride Landers Unite, I got a few new ideas about how Scar and the Outlanders plan to conquer the Pride Lands despite Kion preparing an army of his own, and Kovu will be the key to success. We'll many be focusing on the friendship of Kion and Kovu as well as a few other things like Scar recruiting more enemies of the Pride Lands and Kion's relationship with his father, Simba. Now without further ado, it's time for…The Lion Force!**

 **Disclaimer – I own nothing**

 **Chapter 6**

"Kovu! Kovu!" Vitani called out.

"WHERE ARE YOU YA LITTLE TERMITE?! COME OUT ALREADY!" Nuka shouted. It's been ten days since the Outsiders had reunited with their great leader Scar and he had devoted himself to facilitating Kovu's training while coming up with more schemes to defeat the Lion Guard and dethrone King Simba. However, there has been one slight problem, the successor of Scar has been wandering through the Outlands by himself and everyone has found it difficult to keep track of him. Two other Outsiders along with the leader Vulture were scouring the Outlands for the lost cub. "When I get my paws on that brat, he's gonna be in so much trouble!"

"Not as much trouble as you're gonna be with mother." Vitani pointed out.

"This isn't my fault!" Nuka assured.

"Isn't it? Mother specifically told you to keep an eye on our brother, _our brother_! And somehow you let him go off on his own again and again and _again_!" Vitani stated.

"Hey! I can't control what the _chosen one_ does, he wants to fly solo fine! Why should I care anyway?!" Nuka questioned.

"Because he's not just _family_ , he's Scar handpicked heir and the hope for all Outlanders that our lives will get better! He'll be the one to avenge Scar and lead us to success in conquering the Pride Lands!" the sister explained. "So if anything happens to him, especially under your watch, mother will have your mane!"

Nuka shivered before replying "Let's just find the cub and report back to mother fast," At that moment, Mzingo flew by and landed on a nearby tree branch. "Did you manage to find him bird brain?"

"How rude! And I was about to give you some news, good and bad!" the Vulture replied indignantly.

"Let me guess, the good news is that you found our brother," Vitani said to which the bird nodded. "So what's the bad news?"

"He's headed towards the border," Mzingo answered. "If he keeps going, he'll enter into Simba's domain."

"Again?! It's like he's deliberately trying to get out of the Outlands!" Nuka exclaimed.

"Shut it Nuka! Kovu's not stupid, he knows better than to cross into Pride Lands!" Vitani argued. "He's never risk getting caught like, especially with the penalty for trespassing."

"Then why have we been catching him going towards the edge of the border for the past few days?!" Nuka inquired. "Face it Tani, the little termite is trying to get himself killed! He's incapable of leading us to victory!"

"And I'm sure you think you're the right pick for Scar's successor," Vitani said while rolling her eyes. "A lion that can't even conquer a termite hill isn't fit to conquer the Pride Lands, now let's just get our brother!"

"I've already alerted the other Outsiders, if you take the short cut you can cut the young prince off." Mzingo said as flew off with Zira's daughter following him.

"For the record, I can conquer a termite hill! Those little monsters just keep sticking to me like…like…like termites!" Nuka said as he chased after them.

With Kovu, the cub was walking towards the edge of his home; he trekked by the riverside until he saw the lake that was home to the black crocodiles that tried to devour him and Kiara. Over that lake, was the log bridge that led straight into the Pride Lands, he looked at it and sighed. "Just gotta make it past that lake without disturbing the crocs and cross the bridge, and I'll be in the Pride Lands." He said to himself as he kept going. Kovu then stopped when he heard a small rock being kicked behind him; he glanced back but didn't see anybody there. He took a few sniffs, catching the smell of four other lions. "Great, looks like they've found me again," he muttered. He heard the noise again and looked up to see Nuka and two other outsiders hiding in the trees before he started running towards the bridge.

"He's making a run for it, don't let him get away!" Nuka ordered as the older lions ran after the cub; one of the lions got in front of Kovu to intercept him, but he ran under her and kept going. Another Lion was right on his tail while his brother got in front of him. "Gotcha now, ya little termite!" Nuka yelled as he pounced as his younger sibling; Kovu quickly moved the right, evading his brother which made Nuka crash into the other Outsider. Kovu chuckled before stepping onto the log bridge and slowly started walking across it. Before he knew it, his sister came out from inside the log ma tackled him, sending him tumbling back into the Outlands where she stood on top of him, pinning him down.

" _Rats, I almost made it this time,"_ Kovu thought.

"Alright bro, what's up with you? Why do you keep coming to the border?" Vitani inquired.

"Uh well, I'm trying to cross it and get into the Pride Lands," Kovu replied.

Vitani and the other Outsiders looked at the cub in surprise while Nuka held a smug look on his face. "Ha! See, I knew it! I was right!" he exclaimed.

"Shut it Nuka!" Vitani said before addressing Kovu. "Kovu, you know the penalty for trespassing into the Pride Lands if you get caught, and we cubs aren't stealthy enough to sneak in and out of there yet! What are you thinking?!"

"Our lord Scar has returned and now we have a chance more than ever to take back the Pride Lands in his honor, but we can't do it without the heir he chose!" one of the Outsiders stated.

"Ah, I say let the termite die if he wants, then I can show that I'm perfect to be the heir of Scar!" Nuka said getting the others to glare at him.

Just then, three skinks crawled over to the Outsiders. "Excuse us, I hope we're not interrupting," Shupavu said.

"Oh great, it's the creepy crawly messengers," Nuka muttered.

"I'll just ignore that." Shupavu said.

"Wise decision, he can say a lot of stupid things," Vitani said.

"Hey!" Nuka yelled.

"Anyway, Mzingo has alerted the others that you have Kovu, and Scar wants to see all of you, especially his heir." Shupavu said which made Kovu gulp.

"Then I guess we'd better get going," Vitani said as she let her brother up, only for him to be picked up by one of the older lions.

As the group made their way to the volcano, Nuka stayed back for a moment and scoffed "Chosen one," before going after them. They soon reached their destination were all the other Outlanders were waiting; the Crocodiles, Hyenas, and the Jackals were all glaring at the Outsiders as they brought Kovu towards the edge of the lava pit where they placed him beside his mother. "Great, so our fearless leader decided to show up," Kiburi muttered sarcastically.

"Why do we have put our goals in the paws of this little cub?" Reirei inquired. "What is Scar thinking?"

"I don't know, but it seems to me that letting this cub stick around will only led to his death and our disappointment." Janja commented. "But that's what we get for trusting lions,"

Zira heard some of their comments and growled before nodding to Ushari who nodded back; the cobra then faced the pool of lava and announced "My lord, we're here!" The then bubbled until it burst upward and took the form of the deceased evil King of the Pride Lands.

"Excellent, everyone's present. Now, I believe it's time for some answers." Scar said as he faced his successor. "Kovu, why have your family been chasing you towards the border recently?"

Kovu looked away nervously before his mother nudged him. "Because I-I was trying to get into the P-Pride Lands," he answered.

Scar just gave an emotionless expression while the other Outlanders looked upset. "Is this the cub who you chose to be your heir?!" Kiburi asked out loud. "How is he suppose to help us conquer the Pride Lands?!"

"There no way I'm putting my faith in the paws of this timid little cub!" Reirei said.

"I knew including those lion rejects into our plans, if they were so great they wouldn't have been banished into the Outlands in the first place!" Janja said. The Outsiders glared at the other Outlanders and bared their fangs and claws as if they were going to attack them.

"SILENCE!" Scar roared getting everyone to calm down. "None of you should doubt the Outsiders, especially since Kovu was simply following my latest plan."

" _I was?"_ Kovu thought.

"He was?!" the Outlanders questioned.

"My lord, could you pleas elaborate?" Zira asked.

"Certainly. A few days ago, Kovu found himself in a situation with the Son of Simba. The two of them were trapped inside the volcano and had to work together to escape death, they even saved each other's lives." Scar explained. "Of course, that was all my doing, I wanted the two cubs to have a mutual relationship to carry out the rest of my plan."

"There'ssssss more?" Ushari asked.

"Yes. I want Kovu to go into the Pride Lands and befriend Kion. There Kovu will act as a spy, learning about how Kion leads his Guard and how the Pride Landers train to fight; this way, he can give them false information about our plans while giving us everything he learned about them from Simba's Son. Once we have everything we need, that is when Kovu will led our army into battle against the Pride Landers!" Scar said

"It's a perfect plan, use Kovu and Kion's friendship to take down the Pride Lands from the inside! Only someone as cunning as you could come up with something so brilliant!" Zira praised her leader. "And of course my son figured out this plan and had tried to carry it out on his own." The Outsiders smirked smugly at the other Outlander who glared back at them.

"True, I believe that was why you were trying to get into the Pride Lands, right Kovu?" Scar asked the cub.

"Uh, Y-Yeah. I mean, yes sir!" Kovu replied.

"However, this plan will require more than for you to waltz into Simba's kingdom, especially with the death penalty. We'll need someone that Kion trusts to bring you to him so that he'll believe you are sincere in being his friend." Scar said.

"I understand, you want to ussssse that Hyena friend of Kion'sssss to get your heir into the Pride Landsssss," Ushari guessed.

"Exactly Ushari! Outlanders, listen up! Here's the plan…" Scar announced to his followers who listened attentively. "The Jackals will chase Kovu into Jasiri's territory with the Skinks watching from the shadows; the Hyena Resistence will act and rescue my heir and he will convince them to escort him into the Pride Lands to see Kion. After some time, Janja and his clan will attack the Pride Lands, allowing Kovu to witness how Kion leads his Guard into battle and gain their trust by helping to protect their kingdom."

"Alright, we get to do something sneaky, just like the Jackals we are!" Reirei cheered.

"And we get to fool the Lion Guard, ha ha! This'll be easy to pull off!" Janja said.

"What about us?!" Kiburi asked. "How do we fit into this plan?"

"I have a different task for you and you float Kiburi. Do you know of the Black Crocs of the Outlands?" Scar inquired.

"Yeah, they're suppose to be bigger and darker than normal Crocidiles, and more vicious." Kiburi answered.

"Exactly, they would make excellent additions to our army, so I want you to go the border where they rest and recruit them. Zira, I have a task for you and your Pride as well," Scar said.

"Yes Scar, what is it?" Zira asked.

"While Kovu is distracting the Lion Guard, your Pride will venture into the Back Lands where you meet with the Leopards and recruit for the army." Scar explained. "We will focus on expanding our numbers and gathering intel from our enemies; then we will strike when they least expect it! The day we will take the Pride Lands is on its way and it will be glorious!" The Outlanders cheered while Kovu looked away, a little unsure about what he was doing.

In Jasiri's territory, many of the Hyena were napping soundly, others were chewing on hard bones with their strong jaws. Jasiri was training the pups Tunu and Wema, letting them tangle with each other to see how muc they learned from their elders. "Alright cubs, show me what you got!" she said. The little Hyenas nodded before facing each other; Tunu took the lead by attempting to bite Wema but she sidestepped him. She then tackled the male pup and the two tumbled around until Wema ended up on top of her friend with her front paws pinning down his muzzle. "Very nice Wema, Tunu, not so much." Jasiri said. The female cub let up her opponent as their teacher came to them. "Tunu, you left yourself open, you shouldn't rely only on your bite. Our jaws maybe out greatest advantage, but its not the only one we've got. Why are males so foolish sometimes?" Jasiri shook her head disaprrovingly until she saw Tunu's sad look; she petted his head and said "Don't worry about it kid, you'll get better eventually. Both of you will if you keep practicing, and soon you'll be on the Hyena Resistance with us."

"Really?" the pups asked.

"Absolutely! Just stand strong and stay together." Jasiri encouraged them.

"Okay Jasiri!" they complied excitedly.

The fearless Hyena laughed at their enthuasim. "Alright, I have to check with Madoa on patrol, but we'll continue later." She dismissed her pupils and went to see her sister; she found that she didn't have to go far when Madoa came to meet her halfway. "Sis, what's the rush?" she inquired.

"Jasiri, there's a lion headed towards our territory!" Madoa reported.

"A lion? Is it Zira and her family again?" Jasiri asked.

"No. At least not all of them, just one. A cub," Madoa replied. "But that's not the interesting part, he's being chased by Jackals!"

"Show me!" Jasiri said. Her sister led her over to a ledge where they glanced down and saw the scene she described; Zira's second son was running through the Outlands with four Jackals right on his tail (no pun intended). He eventually reached a dead end and tried to climb the wall, only to slip back down to the ground. Kovu then turned around and bared his teeth and the Jackals as they crept slowly towards him. "Green eyes?" Jasiri said.

"You know him?" Madoa asked.

"Yeah, he's the nicer if not the less aggressive lion in Zira's Pride." Jasiri answered. "What's he doing here?"

"Don't know, but it doesn't look like he's gonna get out of this alive," Madoa stated. "What should we do Jasiri?"

The fearless Hyena gazed at the cub in crisis; Kovu brought out his claws and swung them at his enemies to keep then at a distance. The Jackals evaded his slashes and just came closer, ready to bite. "I hope I'm not making a mistake here," she muttered before addressing her sister. "Madoa, go back and get the resistance to come here!"

"What are you going to do?" Madoa asked.

"Buy some time for the cub, you know, play with some dogs," Jasiri giggled. "Now go, and don't keep me waiting."

"You got it sis!" Madoa said before hurrying off; Jasiri the slid down the ledge towards the Outlanders and the Outsider.

The Jackals snickered as they prepared to attack the cornered lion cub. "What I'd say kids? Nothing tastier than a little lone lion right? So who wants to get first bite?" Reirei asked.

"Me!" her cubs yelled joyfully.

"Back off Jackals, you're not taking a bite out of me today!" Kovu declared.

"Wanna bet cub?" Reirei said as she jumped at Kovu; Scar's heir quickly moved to the side, making her miss him. Dogo ran to bite Kovu from behind but he was found out and the lion cub kicked him in the face. The Outsiders was then rammed by Kijana and tumbled across the ground before she pinned him down.

"I got him ma!" she exclaimed.

"Then what are you waiting for sweetie, take a bite!" Reirei said.

The young female Jackal opened her jaws and lowered them towards Kovu's head; she was interrupted when she was suddenly knocked off her prey. Kijana got up and looked to see who attacked her, surprised when she spotted a Hyena standing defensively in front of the lion cub. "Sorry, but this meal's off the menu!" Jasiri laughed.

"What are you doing here?!" Kovu asked.

"You're in my territory," she replied.

"I meant, why are you _here_ , helping me?" Kovu clarified.

"Is that how you express your gratitude to someone who's saving your hide?" Jasiri asked.

"Back off Hyena! I don't know why you're interfering, but that's our meal you're in the way of!" Reirei warned. "So unless you wanna be chow, stand aside!"

"Well if you're hungry, then you can eat my dust!" Jasiri retorted before kicking dust into Reirei's eyes; she recoiled and backed away before the Hyena rammed into her, knocking her onto her back. Goigoi jumped at the Hyena to bite her but she jumped over his head and stepped on him, keeping him floored. "C'mon, is that all you got?"

"Get off our dad!" the younger Jackals yelled as they charged at Jasiri; she was caught off guard and soon found herself pinned down by Dogo and Kijana. "Not so easy taking on Jackals by yourself huh?" Dogo asked.

"Yeah, we're not Hyenas! So don't think you can beat us alone!" Kijana said. She was then tackled and placed on her back, courtesy of Scar's successor.

"Don't count me out, I'm not gonna stand by and let a Hyena fight my battles!" Kovu said.

"Nice one lion!" Jasiri commended before pushing Dogo of her.

Kovu keep his focus on pinning Kijana down that he didn't notice Reirei coming behind him, grabbing his tail and swinging off her daughter and into Jasiri. "Thanks mom!"

"That's it, no more games!" Reirei snarled as she regrouped with her family. "You know, I was feeling generous enough to let you go Hyena, but now I'm mad, really mad!"

"Nothing satisfies a temper like a full stomach," Goigoi said.

"Exactly dear, and what's better than one meal? Two meals!" The Jackals closed in on Kovu and Jasiri who backed away.

"What do we do now?" Kovu asked Jasiri.

"I don't suppose you've got a roar like Kion," the Hyena replied to which Kovu shook his head. "I didn't think so."

"Give it up Hyena, it's four against two! The odds are not in your favor!" Reirei stated.

"Then how about these odds?!" Madoa called. The Jackals, Jasiri, and Kovu looked up and saw the Hyena resistance beginning to slide down the ledge. Jasiri's clan stood beside their leader and bared their fangs at the enemy Outlanders. "Sorry we're late Jasiri," Madoa apologized.

"Hakuna Matata sis, you got here just in time." Jasiri said before speaking to the Jackals. "Alright you mutts, you've one chance; you can either leave peacefully or things can get real ugly for you!" In response to their leader's warning, the Hyena Resistance growled at the Jackals and prepared to attack is necessary.

Reirei's pack took a few steps back while the mother Jackal analyzed the situation; she then signaled her family to fallback before starting to backwards slowly. "Alright Jasiri, you win this time! But we're not through with you or your clan yet!" she warned before turning to run along with her mate and youngins.

The Hyena Resistance cheered and howled together in triumph when Jasiri turned to face the Son of Zira. "You alright Green eye?" she inquired.

"Yeah, I'm fine." Kovu replied. "I guess I should thank you for your help…"

"Yeah well, don't get the wrong idea. The only reason I got involved was because I don't want anyone killing or eating our neighbors in my turf!" Jasiri clarified.

"Well, thanks anyway." Kovu said.

"You're welcome anyway. Now, in case you're lost, just head back the way you came and take a right. That should lead you to your part of the Outlands."Jasiri told before she and her clan turned to leave.

"Wait! I am lost, but I'm not trying to get back home. I'm trying to get to the Pride Lands!" Kovu explained.

The Hyena Resistance gave the heir of Scar a questionable look. "Why do you want to go to the Pride Lands!?" Madoa questioned the cub.

"I want to see my friend Kion again," Kovu replied.

"Since when are you and Kion friends?" Jasiri asked.

"Since he saved my life and said I could come and visit him anytime." Kovu answered. "But I got lost on the way there and ended up in the Jackals' territory. Now I'm lost and I don't know how to get there?"

Jasiri narrowed her eyes at the Outsider, considering whether he was telling the truth or not. "Alright then, I'll take you there." She said out of the blue; the Resistance and Kovu looked at her with surprised expressions.

"Jasiri, are you sure you wanna do that? Can you really trust this cub? He is a lion," Madoa warned her sister silently.

"So is Kion, but he's always helped us. I know this doesn't seem like a good idea, but relax sis." Jasiri said. "If what he says is true, then I can take him to Kion; if not, then he'll be punished and that'll be one less lion to worry about."

"Ok. We'll be back at our home. Just call if you ever need any help." Madoa said.

"We'll be fine Madoa, don't worry." Jasiri said to her sister; the Resistance quickly left and started heading back their turf. The brave Hyena then faced the cub and told him. "Follow me Green eyes,"

Kovu sighed "My name is Kovu, and I d prefer if you call me by it." He said.

Jasiri laughed. Well, if you say so _Scar_ ,"

"Yes, I know, I don't need to be reminded that I'm named after an evil lion and that I look just like him. Just call me Kovu!" the Outsider said.

"Ok, Kovu, have it your way. Now let's go!" Jasiri said as she began to lead the lion cub through the Outlands towards the Pride Lands; known of them noticed the two little reptiles crawling along the wall and watching the Hyena guide the young lion.

"Looks like the plan is in motion," Shupavu said.

"Yeah, now to tell Scar and then watch how Kovu fools the Lion Guard," Nyeusi said before the two Skinks left to inform their spirit leader.

In the Pride Lands, the sun was beginning to rise; the Prince of this great Kingdom was standing at the edge of Pride Rock, looking beyond the horizon with excitement; he smiled and said "Today's the day," before running back into the den. The guard leader moved through all the other sleeping lions, jumping over some and stepping on a few before getting to his parents. "Dad! Wake up! Today's the day!" he exclaimed while pressing against his father's mane.

Simba groaned as he stirred awake. "Kion what is it?" the King asked his son as he lazily opened his eyes.

"Don't you remember Dad? Today you promised to take me to the top of Pride Rock and show me the whole Kingdom!" Kion answered. "And then after that, we're gonna spend the whole day hunting together."

"Oh, right." Simba said as he yawned and got up; he shook his mane and stretched to fully awake from sleep. "Are you ready Kion?" he asked.

"Yes Dad! Let's go!" Kion said. The two male leaders walked towards the den entrance where they were greeted by Princess Kiara with Zazu fluttering onto her back. "Kiara? Zazu?"

"So Dad, are you ready to go? It's almost time!" Kiara said out of the blue.

"Ready? For what exactly?" Simba questioned.

"Sire, did you forget? Today you called for a meeting with all the other leaders of the Pride Lands," Zazu reminded the King. "It's to be held at the watering hole, the others will be there soon so it's essential that we get there right away."

Simba's eyes widened as he remembered the meeting. "Oh, you're right. The meeting about the course of action we should take due to Scar's reveal!" he said before turning to his son. "Sorry Kion, this meeting is very important and might take all day. Maybe I can show you the kingdom another day?"

Kion forced a forgiving smile and replied "It's okay Dad. I know how important it is for you to consult with the other animal leaders so that we can come up with a plan for Scar's attack." He said.

"Thank you son," Simba said gratefully.

"Then let us get going sire, we mustn't dillydally," Zazu said. "I believe it would be beneficial to bring the young princess along, she'll need to know these things since she'll have to rule the Pride Lands one day."

"Can I Dad?" Kiara asked.

"Of course sweetheart. Kion, why don't you join us? We could use the Leader of the Lion Guard's opinion," Simba said to his son.

Before the prince could answer the major domo said "I think it would be wise to leave Kion here, he'll need to be around to protect the kingdom at a moment's notice in case of an attack from the enemy."

Kion once again feigned calmness and replied "Right. In fact, I'd better get to the lair and wait for the rest of the guard to meet up."

"I thought this was your day off?" Kiara asked.

"Yeah but, the guard's work is never done right?" Kion joked. "You guys should get going now, don't want to keep the others waiting."

"Alright son, I'll see you later." Simba bid the prince before saying to the princess. "C'mon Kiara, I'll race you there!"

"You're on Dad!" Kiara accepted. The King and his daughter hurried off, leaving the prince and major domo on Pride Rock and began running through the fields towards the meeting place; Kion watched sadly as his father and sister faded from his sight.

"Kion," the Queen called as she came out to see him after hearing everything. "Are you okay?"

Kion once again hide his disappointment behind a reassuring smile. "Yeah Mom. I mean, with the dry season, the issues of the Outlanders and Scar's return, who really has any time to spend with family?" he asked before turning away. "Like me, I should probably to the lair and wait for the others," the sad prince walked off as his mother and Zazu watched him go.

"The young master appears to be upset," Zazu stated.

"You think? Nice work dodo!" Nala said as swiped at the bird. "Why'd you have to stop Kion from going with Simba to at least spend some time with him?"

"I was only suggesting what I thought was best for the kingdom!" Zazu replied.

"What about what's best for my son?!" Nala inquired. "Shouldn't a son get to spend time with his father?"

"I didn't mean to hurt the young cub madam Nala, I just thought they should focus on their duties," Zazu answered innocently.

The Queen shook her head "Just get out of here before I eat you," she warned getting the bird to fly off in a hurry.

Prince Kion walked into the lair and rested on the ledge in depression; he then glanced up at the wall paintings and stopped at the on where Scar used the roar on his own teammates. _"How could such evil have ever existed? And how do we stop it this time?"_ he thought. The Son of Simba was interrupted from his thoughts when the keenest of sight flew in and came up to him.

"Kion, thank goodness you're here!" Ono said. "Jasiri's in the Pride Lands and she wants to see you!"

"About what?" Kion asked.

"She didn't say, only that it was important and that you'd want to be there." Ono explained.

"Alright then, let's go! Ono, point the way!" Kion ordered.

"Affirmative!" Ono complied as he flew off with the lion prince right behind him. The two eventually met up with the rest of the guard and Jasiri in an open grass field. "Alright guys, he's here!"

"Hey Kion," the guard greeted him.

"Hi Kion," Jasiri greeted.

"Hey guys, how's your day off going?" the leader asked his crew.

"I was having a great time with my uncles!" Bunga answered.

"I was hanging out with my dad at lake," Beshte replied.

"I was enjoying being with my flock and telling stories," Ono said.

"I was having a race with my mother, I almost won!" Fuli said.

"Oh, that's great. I'm glad you guys are having fun," Kion said a little saddened.

The guard glanced at each other in confusion. "Rough day Kion?" the hippo asked.

"Huh?" Kion replied.

"Not enjoying your day off with your family?" Fuli inquired.

"Oh, no. It's nothing." Kion said before addressing Jasiri. "So Jasiri, what brings you to the Pride Lands this time?"

"I've got someone here who wanted to see you Kion," Jasiri said.

"Who?" Kion asked.

"You can come out now!" Jasiri called, the guard looked behind her and saw Kovu stepping out from behind a bush, looking a little nervous.

"Hey guys, remember me?" He asked sheepishly.

"Kovu?" Kion replied.

"Outsider!" the rest of the guard exclaimed as they quickly ran to surround the Son of Zira; their leader immediately jumped over them and stood in front of Scar's heir.

"Whoa, whoa! Relax guys, he's a friend." Kion said.

"He is?" Fuli asked.

"Yep," Kion said as he approached Zira's son and held up his paw. "Hey Kovu, good to see you again."

"You too Kion," Kovu said as he hit Kion's paw with his own and the two smiled.

The rest of the guard and Jasiri seemed confused by the understanding between the two lion cubs. "Uh Kion, could you please tell us what's going on here?" Fuli asked.

"Yeah, since when are you friends with one of the Outsiders?" Bunga questioned.

"Since he saved my life," Kion answered which made them stare at him in confusion. "It's a long story but basically, I went to the outlands and I ran into Kovu; we were trapped in the volcano but we worked together to get out before it erupted and he saved me."

"You save me too, remember?" Kovu said.

"I remember. So, what brings you to the Pride Lands?" Kion asked.

"Well, I was getting kinda bored at home since you uh roared us there, I wanted to get away from the harsh environment and visit my friend. I was on my way here when I was attacked by Jackals; Jasiri and her tribe saved me and she brought me here to see you, if you don't mind." Kovu answered.

"Sure. Today's our day off so I don't really have anything to do. Maybe we could hang out?" Kion suggested.

"That sounds…good." Kovu said.

"Jasiri, wanna join us?" Kion asked.

"I'd love to, but I should get back to my tribe. The Hyena resistance might worry, if I stay away too long." Jasiri replied.

"Okay, we'll see you later, thanks for saving Kovu and helping him get here." Kion said.

"No problem, any friend of yours is a friend of mine." Jasiri laughed before running off.

"Kovu, you've meet the Lion Guard before but you haven't been formally introduced to them." Kion said as he introduced his team to the Outsider. "Kovu, meet Beshte the Strongest, Bunga the Bravest, Fuli the Fastest, and Ono the Keenest of Sight. And with me being the Fiercest, together we make the Lion Guard, protectors of the Pride Lands and the Circle of Life."

"Poa, nice to meet you," Beshte said.

"Ditto," Ono said.

"Yeah," Fuli said halfheartedly.

"Hi there!" Bunga said.

"Hey guys," Kovu said.

"So, you guys wanna hang out with us?" Kion asked his friends.

"No thanks Kion, I'm going back to spending time with my dad," Beshte replied.

"I'll go back to my flock," Ono said.

"I heading back to my Uncles," Bunga said.

"I prefer to spend my days off alone, maybe some other time." Fuli said.

"Okay, guess it's just us Kovu." Kion said.

"Okay." Kovu said.

"We'll see you guys later," Kion said as he left with Zira's son.

As the two lion cubs wandered off, Fuli stared at them Scar's heir with suspicion, which her friends noticed. "What's wrong Fuli?" the hippo asked.

"I don't trust this Kovu, he's an Outsider." Fuli said. "He's one of the lions Simba banished to the Outlands; it must have been for a reason."

"I wonder what that reason was." Beshte said.

"Who knows, but it seems like Kion is good at making friends with animals of the Outlands." Bunga stated.

"If that were true, then Scar's whole army wouldn't be a problem right now," Ono said.

"Maybe it'll happen in the future." Bunga suggested.

"We'll deal with the Outlanders when the time comes, but for now, let's focus on the one with Kion." Fuli said. "I think we should keep an eye on him, just in case."

"Does this mean we can't enjoy our day off?" Bunga asked.

"Not when there's a potential threat in the Pride Lands." Fuli answered before addressing her bird comrade. "Ono, watch over Kion and Kovu from the air but don't let them spot you! The rest of us will watch them from the ground! Let us know if Kovu does anything suspicion or bad!"

"Affirmative!" Ono complied before flying after the lion cubs with the rest of the Guard tailing him from the ground.

With Kion and Kovu, the two lion cubs were walking through grassy field, not sure how continue their unexpected friendship. "So Kovu, have you ever…been to the Pride Lands before?" the Lion Prince inquired.

"Probably when I was much younger…you know, before the banishment." Kovu said making them both feel a bit awkward. "But that was a long time ago; I really don't remember much about this place. I'm practically new here."

Kion smiled at his friend. "In that case, I'll give you a tour. You're gonna love it here! The Pride Lands are truly amazing! The best place to live." The Guard leader began to show Scar's successor around while singing. (A/N: I repeat, I own nothing.)

"From the north to the south to the east to west! Yep, the Pride Lands are the best, no question! You can see much in the floodplains section. Lake Matope, you'll catch a hippo resting See? No need to hide from the water! Yo, Timon and Pumbaa! Hakuna Matata! You're safe around our way you're all right! You're in the Pride Lands Kovu, no trouble in sight!

Life in the Pride Lands! Peaceful and so grand  
Living is easy! Just you believe me, cause everyone I see is so friendly, grazing all around with no worry, they all know there's no need to fear! You're gonna love it right here!

Follow me to Mizimu, I'm playing those beats through the baobab grove on a tree fruit!  
Plus, I'm pals with every little Galago, and they hanging at Ndefu, that's the style, Yo!  
Imbamba Canyon to the fields of Mbali, where the antelope run and the elephants be calling!  
It's home sweet home! Now you know how we be living  
One time for the Pride Lands sing it!

Life in the Pride Lands! Peaceful and so grand  
Living is easy! Just you believe me, cause everyone I see is so friendly, grazing all around with no worry, they all know there's no need to fear! You're gonna love it right here! You're gonna love it right here! You're gonna love it right here!"

After showing the Son of Zira around his father's kingdom, the Lion Prince led his new friend to the top of a hill where they stood and watched over it all as the wind blew in their manes. "So, what do you think?" Kion asked.

"It's nice, I can see why all you Pride Landers like living here and why the Outlanders keep coming back here." Kovu said.

"And why we protect it so much." Kion said. "Only those who follow the Circle of Life can live here."

"I see." Kovu said.

"But enough about that, what do you want to play?" Kion asked.

"Play? Your sister said something like that when we met. What is this play?" Kovu inquired.

"Well, it's where you have games." Kion replied.

"Uh games?" Kovu said questionably.

"You know like tag, hide and seek or other things you do to have fun." Kion said.

"Fun?" Kovu asked.

"Basically you do things you enjoy with friends to have a good time." Kion explained. "What do you usually enjoy doing with your family?"

"Training and hunting and fighting?" Kovu answered. "Does that count?"

"Well yes, but there are more things you can do to have fun." Kion said.

"Like tag?" Kovu asked.

"Yes. Let me show you know to play. First tap me with your paw," Kion said. Kovu did as instructed and tapped the Son of Simba. "Alright, now I'm it. Now what you do next is run as fast as you can!" Kovu started running through the grass; Kion waited a few seconds and then chased after his friend. Kion quickly caught up to Kovu and tapped his leg. "Tag! Now you're it, so now you have to chase me!"

"I don't get it," Kovu said.

"The point of tag is for one person to tap the other or to 'tag them' hence the game name tag." Kion explained. "Once you're it you have to run after the person you're playing with and tag them, then you just keep playing til you get tired or bored."

"I get that, but I don't get _it_." Kovu clarified. "Why is the person doing the chasing called it? What does it mean exactly?"

"I'm not sure. No one really knows what it is suppost to mean but that's just how the game goes." Kion said. "I think it's more fun not knowing,"

"If you say so. So now I'm it right?" Kovu asked.

"Right, which means I'd better start running!" Kion said before dashing off. Kovu immediately ran after him and the two ran into some very tall grass. Kion stopped and looked around for his friend. "Kovu? Where'd you?" Kion got his answer when Kovu jumped out and pounced on him.

"Hah! Gotcha!" Kovu declared before backing off nervously. "I-I'm sorry! I got a little excited!"

"Don't be sorry, that was great!" Kion said as he got up. "I think you've got the hang of this game."

"Well, it is kinda…" Kovu started to say.

"Fun?" Kion asked.

"Yeah. Is this what fun feels like?" Kovu asked.

"Yep. That feeling, where you're heart is racing from excitement, that's what fun feels like." Kion said. "Now that you're beginning to understand fun, there's just one thing,"

"What's that?" Kovu asked.

"For you to have it!" Kion answered before tapping Kovu's shoulder. "Tag! You're it!" the Guard leader started running again.

"Oh, you're not getting away from me that easy!" Kovu said as he started chasing after Simba's son. The two lion cubs ran through the grassy fields, laughing as they played their game; unknown to them, Ono was flying high in the sky above them. The Keenest of Sight glanced down at the cubs and observed them playing tag.

"Doesn't look like anything suspicious is happening," Ono said before flying off.

Meanwhile, the rest of the guard was waiting for Ono to come back and report to them; Bunga was starting to get restless. "Come on Fuli, how long do we have to wait here?" the Honey Badger asked.

"As long as it takes!" Fuli asked.

"Do you really think Kovu's up to something?" Beshte asked.

"Yes, but for Kion's sake I hope I'm wrong," Fuli replied just as Ono swooped in and landed on a tree branch. "Ono, report!"

"Right! No suspicious activity, yet." said the bird.

"See? Kion's fine. You worry too much Fuli." Bunga said.

"There's nothing wrong with being cautious," Fuli muttered before she addressed the bird. "Ono, still watch them for a little longer!" Fuli instructed.

"Roger that!" Ono complied.

"Bunga, since you can't wait patiently, you can keep eyes on Kion and his new friend from the ground." Fuli said.

"Sure, that's gotta be more fun than sitting around here." Bunga said, making the Cheetah growl. The Honey Badger was about to follow his fellow guard member when he stepped on something and fell over; Bunga looked back to where his friends were laughing softly and looked down to see a baobab fruit on the ground. "Un-Bunga-lievable, I found a baobab fruit, Kion would to play with this with me!" the Bravest said.

"This is not a …" Fuli was about to say when the Honey Badger ignored her, making her immediately officially upset; but the Bravest quickly ran off in Kion's directed.

"Don't worry Fuli, Bunga and Kion will be fine." Beshte assured.

"I know, they're bond should be unbreakable, but what if Kion's friendship with Kovu makes him question himself and everything he knows?" Fuli asked.

"Could that really happen?" the hippo asked.

"Who knows, but better safe than sorry." Fuli replied.

"Well, I trust Kion and if he thinks Kovu is a friend, then I'll support him." Beshte said.

"I trust him too," Fuli said while thinking. _"But I don't trust the Outsider."_

Kion and Kovu continued to play around until they tumbled into each other and rolled in the grass laughing. "Having a good time?" Kion asked.

"I'm having the best time of my life!" Kovu replied. "What else do you guys play?"

"Well, there is this one other game I play with Bunga, but we don't have a baobab fruit." Kion said. Just then the Honey Badger rolled through the grass and crashed into the Lion Prince. "Whoa, Bunga?"

"Wow! That was un-Bunga-lievable!" Bunga said.

"What are you- Is that a baobab fruit?" Kion asked when he saw the fruit.

"Uh yes," Bunga said.

"Oh I get it. You found a baobab fruit and wanted to see if I could play!" Kion said.

"Uh, sure. Let's go with that." Bunga said.

"Well, your timing couldn't have been better; I was just about to explain the game to Kovu. Why don't the three of us play together?" Kion suggested.

"How do you play a game with a baobab fruit?" Kovu inquired.

"It's real easy. We pass the fruit around while at the same time try to steal it from each other," Kion said. "And with the whole Pride Lands as our playing field, the game never gets tiresome."

"And I always win!" Bunga declared.

"Not true! You just do the craziest things!" Kion said.

"Who said you have to be sane to be the bravest?" Bunga asked.

"So, anyone can play?" Kovu asked.

"Yep, as long as you can handle or give a good pass!" Bunga replied as he grabbed the green fruit and threw at the Outsider. "Think fast!"

Kovu cautiously avoided the fruit, letting it bounce across the ground. "Hey! What was that for?" he asked.

"You were suppost to hit it back; guess no one can handle my un-Bunga-lievable pass." Bunga boasted.

Kion approached the Outsider to appease him. "Sorry Kovu, Bunga doesn't know how to hold back for beginners." He then grabbed the fruit and placed it at Kovu's feet. "Let's start with something simple, just hit the fruit over to me." Kion ran a few feet before facing his friend and calling "Now!" Kovu slapped the fruit, sending it towards the Lion Prince who caught it with his mouth. "Nice one. Now I'm gonna send it back to you!" Kion explained before doing so. "Heads up!"

"What do I do?" Kovu asked as it came towards him.

"Catch or hit it back!" Kion instructed.

Kovu jumped and caught the fruit in his mouth. "Like that?" he asked after putting it down.

"Yeah. You're a fast learner Kovu," Kion said. "Alright, now either pass it to me or Bunga."

"Incoming stinky!" Kovu called as he sent the fruit to the Honey Badger.

"I got it!" Bunga said as he jumped up and caught the fruit with his paws. "Nice pass, but how about this!" the Bravest tossed the fruit high into the air towards Zira's 3rd child; Kovu react by running to meet it, jumping up and hitting it with his head, sending it back over to the Honey Badger. The fruit smacked Bunga in the stomach, sending him sliding on his back across the dirt.

"Oh no! I'm so sorry!" Kovu said to Kion. "Is he okay?"

"Bunga's okay, it'll take more than that to bring him down." Kion replied.

"Whoa! That was…un-Bunga-lievable!" Bunga exclaimed as he got up. "You're really good at this game!"

"I-I am?" Kovu asked.

"Definitely." Kion said.

"Thanks." Kovu said.

"Yeah, but that was just the beginner's level." Bunga said. "Now it's time to take it to the next level!"

"Yeah!" Kion agreed.

"What's the next level?" Kovu asked.

"The whole Pride Lands; let's see how you play with a much wider playing field." Bunga challenged.

"It's gonna be Hevi Kabisa!" Kion said. "Think you can handle it Kovu?"

Kovu smirked and nodded "Let's do it!" he replied. The three then began tossing the baobab fruit while running through the Pride Lands; passing through other animal territories while laughing and having fun. While they were doing that, Ono flew over them, still keeping a close watch on them.

"Huh, they just look like they're having fun. Maybe Fuli's wrong and this Kovu is actually a good guy." Ono said to himself. "Wait a tick, what's that?" he asked when he spotted something. He looked over in the distance to see Janja, Cheezi, Chungu and the rest of their clan making their way towards the giraffes. "Hapana!" the bird then flew over to the lion cubs and the honey badger. "Kion, Bunga! We have a problem!"

Kion had the fruit in his mouth while running but stopped when he heard his friend calling; Kovu and Bunga were chasing after him and didn't stop in time, causing them to crash into the Son of Simba and tumble around until they ended up in a pile with Kovu on the bottom, Kion on top, and Bunga in the middle; they laughed before untangling themselves. "That was really fun you guys!" Kovu said.

"Yeah it was! That's how we play in the Pride Lands!" Bunga said.

"Guys, did you hear what I said?" Ono asked.

"Sorry Ono, got a little too excited there," Kion apologized before asking "What's the problem?"

"Hyenas, in the Pride Lands!" Ono alerted.

"Hyenas?" Kion repeated.

"In the Pride Lands?" Bunga repeated.

"Yes, and they're about to attack the giraffes!" Ono said.

"So much for no trouble in sight," Kovu said.

"The only ones who'll have trouble are the Hyenas when we beat them back to the Outlands!" Bunga said.

"That's right. Guess the Lion Guard's day off will have to end early," Kion said before speaking to Ono. "Ono, get Beshte and Fuli and tell them what's going on. Bunga and I will intercept the Hyenas and try to hold them off."

"Affirmative!" Ono complied before flying away.

"Kovu, you should wait for us or go home for now," Kion said. "We can hang out again some other time."

"Wait! C-Can I c-come too?" Kovu asked. "I wanna help,"

"You do?" Kion questioned.

"Yeah, you guys taught me how to have fun. The least I can do is help you out a bit," Kovu said.

"Well, alright. But if it gets too dangerous then bail out; I don't want you to get hurt." Kion instructed.

"Okay, you got it." Kovu said.

"Now, let's go stop those Hyenas!" Bunga said.

"Let's go! Til the Pride Lands end…" Kion exclaimed while running off.

"Lion Guard defend!" Bunga shouted as he and Kovu followed the Guard leader.

Meanwhile in the Back Lands, Zira and her two cubs were wandering around looking for the Leopards. "Mother, how much longer are we gonna have to keep looking for these spotted cats?" Nuka inquired.

"As long as it takes," Zira replied.

"Why do we have to look for them anyway? Who says we even need them?" Nuka whined.

Zira then turned and snapped her jaws at her eldest cub, making him flinch in fear. "We need them, because Scar says we need them! Don't forget who you serve son," she growled before going back to searching. She took a few sniffs on the ground and said "We're close, we'll find them soon."

"Or maybe, they've found us," Vitani said as she looked up to see the Leopard Makucha staring down at them from a ledge.

"Well, this is a surprise. Three lions in my territory," Makucha said. "You're a little far from home don't you think?"

"Greetings, are you the one called Makucha?" Zira asked.

"I am. Who's asking?" Makucha replied.

"I'm Zira, and these are my children, Nuka and Vitani." Zira introduced her cubs.

"Okay, now where are you here? Hasn't anyone told you it's dangerous to enter a Leopard's territory?" Makucha asked.

"Yeah, dangerous for you! Especially when you're outnumbered!" Nuka said.

"Count again smart guy," Makucha said. At that moment, three more leopards, Mapigano, Fahari, and Jiona crawl out and surround the Outsiders along with Makucha. "You'd be smart not to fight back; it's better for both of us if we made this quick."

Vitani bared her fangs and claws, ready to fight; Nuka was quivering in fear while his mother stood calmly. "We're not here to fight you, we're Lions of the Outlands and we have a proposition for you." She said.

"You're lying lady, everyone knows the only Lions are in the ones that rule the Pride Lands under the King, and none live in the Outlands." Makucha claimed.

"I assure you that what I say is the truth, my Pride was banished from Simba's kingdom and now takes refuge in the Outlands." Zira explained.

"Too bad, cause if you were still apart of the King's Pride you wouldn't have to be our lunch now." Makucha said as he and his leap moved closer to the lions.

"We do not wish to fight, we only want to offer you a deal." Zira repeated.

Makucha raised an eyebrow at how calm Zira seemed despite the situation. _"How can she be so calm?"_ He thought before asking "Like what?"

"Why settle for a few measly bites when you can have the whole Pride Lands as your menu?" Zira offered.

"What?" asked the Leopards.

"We also desire to live in a better environment with a variety of different meals to feast on to our stomachs' content; our leader plans to make that dream a reality and he requires your assistance." Zira explained.

"And who exactly is your leader?" Makucha questioned.

"You wouldn't believe me if I told you." Zira answered. "All you need to know is that he has a plan to make all of our dreams of a better life come true, and he has asked us to present this opportunity to you in exchange for your assistance."

"How do we know this isn't some kind of truck?" Fahari asked.

"Fahari's has a point, why should we trust you?" Makucha inquired.

"I thought you might say that, so here's my other offer." Zira said before moving behind Vitani and nudged her forward. "Come with me back home to meet my great leader; if I'm lying or you still refuse or have doubts, you may take my only daughter as your meal."

The Leopards were all shocked at this 2nd offer Zira gave them; Makucha approached the smaller cub and attempted to touch her but she growled and chomped at his paw. "Quite the feisty girl you've got." He said.

"She takes after me." Zira said proudly.

"You're really willing to give her up just so we can meet your boss?" Makucha asked. "You must really have faith that he can convince us to join you."

"Why yes I do, my leader can be very persuasive." Zira said.

"I admit, you've got me intrigued lion." Makucha said as he thought for a moment. "Alright, here's the deal, me and two of my friends will come with you to speak with your boss. If we're not satisfied with this meeting, we get the scrawny cowardly lion."

"Hey, I'm not that scrawny!" Nuka said.

"Deal." Zira agreed.

"Mother! How could you?" Nuka asked in disbelief.

"Relax Nuka, you'll be fine until we come back. It'll all work out." Zira promised.

"For his sake, I hope you're right. Then again, maybe I do want you to be wrong." Makucha said as he licked his lips. "Mapigano, you stay here and keep an eye on this guy; if he does anything suspicious, kill him. I doubt he'll put up much of a fight."

"Hmm, I suppose not," Zira said disappointedly.

"Mother," Nuka whined.

"Alright Zira, lead the way," Makucha said.

"Of course, follow me." Zira said as she and her daughter began to lead the three Leopards back to the Outlands.

At the same time, Kiburi was leading his float to the border of the Outlands; the Crocs stopped right at the water. "Okay, y'all wait here for me. I'm going to meet with these black crocodiles." He said before stepping into the water. The others waited for a few minutes and nothing happened.

"Should we go check on him?" one of the Crocs asked.

"He told us he could handle it, I'm sure he's fine." Tamaka said.

"Do you really think he can get the black Crocs to join Scar's army?" Nduli asked.

The Crocs then noticed bubbles in the water before seeing two tails, one green and one black splashing around. "I think we're about to find out." Tamaka said just as Kiburi burst out of the water, wrestling with the leader of the black crocodiles.

In the Pride Lands, Janja and his clan were creeping towards the unsuspecting giraffes. "Ha, ha, ha! Alright boys, we ready to start some trouble?!" he asked his clan.

"Yeah we are Janja!" Cheezi replied.

"Do we get to eat them if we catch them?" Chungu asked.

"Cool it fur-brains, we're suppose to just scare them and let the Lion Guard beat us so that Kovu can gain their trust," Janja replied. "Although, it'd be a shame to let this chance to get a meal go so easily, so if any of you do manage to catch a giraffe, then we'll eat it later."

"Okay boss!" the Hyena cheered.

"Now let's do this!" Janja exclaimed. The Hyenas jumped out of the grass and started chomping at the giraffes, startling them and making them run away in fear. As this was happening, Kion Kovu and Bunga were running towards the chaos.

"What's the plan Kion?" Bunga asked. "Use the roar to blast the Hyenas away?"

"The giraffes are to close, I don't want to hurt them too." Kion answered. "So Bunga and I will distract the Hyenas so the giraffes can get away safely. Kovu you stay here til the rest of the guard get here!" Kion and Bunga charged at the Hyenas as Kovu watched; Bunga was bouncing on the backs of three Hyenas while Kion took on for four by himself. The Lion Prince swatted, bit and scratched as hard as he could but Janja and his clan were relentless; eventually two of the Hyenas got the jump on the Guard leader and managed to hold him down with one of their paws over Kion's mouth.

"Gotcha this time lion cub and no roar this time!" Janja said as he prepared to bite the prince; Janja was then suddenly tackled off Kion by Kovu.

"Leave my friend alone!" Kovu demanded as he pinned Janja down.

"What the? Another lion cub on the guard?" Janja faked his surprise. Kion took this chance to escape by biting the Hyenas' paws and knocking them off him. The three continued to fight the Hyenas but were ultimately surrounded by the larger number if predators. "You're finished cubs…and badger!" Janja stated to them as they slowly moved in for the kill.

"Huwezi!" Fuli shouted as she ran into Janja at high speed.

"Twende Kiboko!" Beshte yelled as he ran and bashed into the other Hyenas. The entire Guard plus Kovu took immediate action of their advantage and backed the Hyenas into a corner; Kion looked around and saw that the giraffes were gone before giving the Hyenas a devious smirk.

"Heh, well that was fun, but I think it's time for us to head home. Don't you think Kion?" Janja said.

"My thoughts exactly Janja," Kion said before he roared, using his power to send the Hyenas flying back to the Outlands.

" _That'll never stop being impressive,"_ Kovu though as he and the Guard regrouped. "Look Kion, I know you told me to stay put, but I couldn't just do nothing. I'm sorry if you're mad…"

"Who says I'm mad?" Kion asked. "I'm glad you didn't listen."

"You are?" Kovu asked.

"Yeah, you saved me Kovu." Kion said.

"He did?" Fuli asked.

"Yeah, the Hyenas would've had if it wasn't for him." Kion said while putting his paw on Kovu's shoulder and smiling. "Thanks Kovu, guess I owe you one."

"Are you kidding? You showed me around in the Pride Lands and taught me how to have fun; I think we're pretty much even pal." The lion cubs laughed.

"Looks like you were wrong Fuli, Kovu's not bad." Bunga said.

"He seems like a nice guy." Beshte said.

"Helped against the Hyenas and he even saved Kion," Ono said.

"Maybe I was wrong about him; but still, we shouldn't drop our guard around him just yet." Fuli said while narrowing her eyes at the Outsider.

"Well, how about we get back our game of baobab ball?" Kion suggested.

"Great, now I can win again!" Bunga cheered.

"Actually, it's getting late and I'd better get back before my Pride gets seriously worried about me." Kovu said before turning to leave; he stopped and looked back at the Lion Prince. "Later Kion, thanks for today. It was…fun."

"Yeah, it was," Kion agreed while holding up his paw. "Maybe you can come back again sometime,"

"Maybe, I can." Kovu said while high fiving his friend. "Later guys." Zira's son bid the Guard before running off.

"Come on guys, let's get back to the lair." Kion said, the Guard began to follow their leader to Pride Rock, unaware that they were being spied on by the skinks.

"Execllent, the plan worked. We'd better tell this to Scar," Shupavu said before she and Njano slither away.

In the Outlands, Zira and Vitani had lead Makucha, Fahari, and Jiona into the volcano where they were greeted by Ushari who was sitting at the ledge before the lava pit. "Greetingssss Leopardssss, welcome to the Outlandssss." Ushari greeted the Back Landers. "We're sssso glad you accepted our invitation."

"You're kidding me. You're boss is a little snake?" Makucha asked.

"Of course not!" Zira growled.

"Patience pleasssse, our leader will be here ssssoon," the snake assured. At that moment, the lava began to boil as the volcano quaked; Scar's face burst out from the flames and he glanced down at his followers and guests.

"Ah, I see the Leopards are here. Excellent work Zira," Scar praised the lioness.

"It was my pleasure Scar," Zira said while bowing as did Vitani and Ushari.

The Leopards stared at the evil lion with wide eyes and backed away in fear. "W-What are you?" Makucha asked.

"I am Scar, the leader of the Outlanders." Scar introduced himself. "Welcome Leopards of the Back Lands. We have a plan to take down the Lion Guard and the Royal family of the Pride Lands so that we can conquer it; right now, we're gathering allies so that we can have a large army to attack with and we want you to join us in exchange for all the meals you can eat once we rule Simba's Kingdom. What do you say, will you join us?"

The Leopards looked amongst themselves before smiling wickedly. "Zira was right, you can be very convincing Scar; I heard you were a Legend after you conquered the Pride Lands but I never thought there was more to your story, or that it hadn't end when you died." Makucha said.

"Oh I assure you, my story still has much more to be told." Scar said.

"As for your offer, we agree. The Leopards of the Back Lands will side with the Outlanders." Makucha said.

"Excellent. Now all we need is for Kiburi to return," Scar said just as the croc being spoken about came in with his float and the Black Crocs. "Perfect timing,"

"The Black Crocs have agreed to aid us in the battle for the Pride Lands!" Kiburi reported as he bowed along with his crocs and Black Crocs.

"Nicely done Kiburi, our army is nearly ready." Scar said just as the Hyenas came. "Janja, report!"

"We did as planned; we attacked the giraffes, the Lion Guard stopped us and your heir got to look like a hero to Kion." Janja said before laughing. "They never knew it was an act."

"Very good Janja." Scar said. "The first phase of our plan is complete,"

"What's next Scar?" Ushari asked.

"Patience Ushari, the next phase will come in time, when my boy is ready." Scar replied just as Kovu and the Skinks came in. "Ah Kovu my boy. As you can see, our army has begun to expand; now how were things on your end?"

"It's just as you said Scar, Kion trusts me now. He doesn't suspect a thing," Kovu replied with wicked smile.

 **A/N: Finished! Now to move onto the next chapter; the second phase of Scar's plan; as you can see, Fuli doesn't fully trust Kovu but Kion does. What's next for the Son of Simba and the Heir of Scar? Found out next time! Until then, TTFN AntiHero Out!**


End file.
